EXHIBIT 10.33


                                 LEASE AGREEMENT

                                     BETWEEN

                           SWEETHEART CUP COMPANY INC.

                                       AND

                             EARTHSHELL CORPORATION

                        PREMISES: 9830 REISTERSTOWN ROAD
                                  OWINGS MILLS, MARYLAND
                                  (ST. THOMAS FACILITY)


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                                TABLE OF CONTENTS

ARTICLE 1  - PREMISES AND TERM OF LEASE.....................................

ARTICLE 2  - RENT...........................................................

ARTICLE 3  - IMPOSITIONS....................................................

ARTICLE 4  - UTILITIES......................................................

ARTICLE 5  - DEPOSITS FOR IMPOSITIONS AND INSURANCE.........................

ARTICLE 6  - LATE CHARGES...................................................

ARTICLE 7  - INSURANCE......................................................

ARTICLE 8  - DAMAGE OR DESTRUCTION AND USE OF CASUALTY INSURANCE PROCEEDS...

ARTICLE 9  - CONDEMNATION...................................................

ARTICLE 10 - REPAIRS AND MAINTENANCE........................................

ARTICLE 11 - CHANGES, ALTERATIONS AND IMPROVEMENTS..........................

ARTICLE 12 - GOVERNMENTAL REQUIREMENTS AND INSURANCE REQUIREMENTS...........

ARTICLE 13 - BUILDING EQUIPMENT.............................................

ARTICLE 14 - DISCHARGE OF LIENS; BONDS......................................

ARTICLE 15 - ASSIGNMENT AND SUBLETTING......................................

ARTICLE 16 - ESTOPPEL, ATTORNMENT AND SUBORDINATION.........................

ARTICLE 17 - INDEMNIFICATION ...............................................

ARTICLE 18 - PERMITTED USE; NO UNLAWFUL OCCUPANCY...........................

ARTICLE 19 - ENVIRONMENTAL MATTERS..........................................

ARTICLE 20 - EVENTS OF DEFAULT, CONDITIONAL LIMITATIONS, REMEDIES, ETC......


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ARTICLE 21 - NOTICES........................................................

ARTICLE 22 - HOLDING OVER; SURRENDER........................................

ARTICLE 23 - SECURITY.......................................................

ARTICLE 24 - NO BROKER......................................................

ARTICLE 25 - NO REPRESENTATIONS ............................................

ARTICLE 26 - MISCELLANEOUS..................................................


                                LIST OF EXHIBITS

EXHIBIT A  PREMISES


                                       ii

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                                 LEASE AGREEMENT

           THIS  LEASE  AGREEMENT  (the "Lease"), dated as of July 11, 2003 (the
"Effective   Date"),  is  entered  into  between  SWEETHEART  CUP  COMPANY  INC.
("Landlord"),  a Delaware  corporation,  having an office at 10100  Reisterstown
Road,  Owings  Mills,  Maryland  21117 and  EARTHSHELL  CORPORATION,  a Delaware
corporation,  having an office at 800 Miramonte Drive, Santa Barbara, California
93109 ("Tenant"), with reference to the following facts:

                                    RECITALS

           Landlord  and  Tenant  are  parties  to (a)  that  certain  Operating
Agreement  for the  Production  of Hinged  Sandwich  Containers  for  McDonald's
Corporation,  dated as of October 16, 1997 (the "Operating Agreement"),  and (b)
that  certain  Termination  Agreement,  dated  as of  the  Effective  Date  (the
"Termination Agreement").  Capitalized terms appearing in this Agreement and not
defined  herein shall have the meanings  ascribed to such terms in the Operating
Agreement or the Termination Agreement, as the case may be.

                              W I T N E S S E T H :

                                    ARTICLE 1

                           PREMISES AND TERM OF LEASE

           SECTION 1.01. PREMISES AND TERM.  Landlord,  for and in consideration
of the  rentals  to be  paid  and all of the  terms,  covenants  and  agreements
hereinafter set forth, to be kept, observed and performed by Tenant, does hereby
demise and lease to Tenant and Tenant does  hereby hire and take from  Landlord,
subject to the terms, covenants, conditions and reservations hereof:

                     the  parcel  of  land  (the   "Land")   situated   at  9830
                     Reisterstown  Road,  Owings  Mills,  Maryland  (St.  Thomas
                     Facility),  as more  particularly  described  in  EXHIBIT A
                     annexed  hereto  and made a part  hereof  and the  building
                     constructed on the Land (the  "Building") (the Land and the
                     Building being herein sometimes collectively referred to as
                     the "Premises");

           TOGETHER WITH, on a non-exclusive  basis and in common with Landlord,
all  easements,  appurtenances  and other rights and privileges now or hereafter
belonging or appertaining to the Premises.


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           TO HAVE AND TO HOLD the Premises  unto Tenant,  for a term of six (6)
months (the  "Term")  commencing  on July 1, 2003 and  expiring on December  31,
2003, both dates inclusive, unless the Term shall be sooner terminated as herein
provided.

                                    ARTICLE 2

                                      RENT

           SECTION  2.01.  RENT.  Throughout  the  Term,  Tenant  shall  pay  to
Landlord,  at the address of Landlord set forth above,  or to such other address
or person(s) as Landlord shall from time-to-time designate,  rent at the monthly
rental rate of Eighty-Three  Thousand ($83,000) Dollars (herein sometimes called
the "Base  Rent").  Base Rent shall be paid without any prior demand and without
any  deduction or setoff in equal monthly  installments  in advance on the first
day of each month; provided, however, that Base Rent for the month of July, 2003
shall be payable upon execution and delivery of this Lease.

           SECTION 2.02.  PARTIAL  PAYMENT.  No payment by Tenant nor receipt by
Landlord of a lesser amount than may be required to be paid  hereunder  shall be
deemed  to be  other  than  on  account  of any  such  payment,  nor  shall  any
endorsement  or  statement  on any check or any  letter  accompanying  any check
tendered as payment be deemed an accord and satisfaction and Landlord may accept
such check or payment  without  prejudice  to  Landlord's  right to recover  the
balance of such  payment  due or pursue any other  right or remedy in this Lease
provided in respect thereof or otherwise.

           SECTION 2.03.  ADDITIONAL  RENT.  Except for Base Rent,  all charges,
costs,  expenses  and sums of any kind which Tenant ahs assumed or agreed to pay
hereunder,  and all other sums which may become due by reason of any  default of
Tenant or any failure on Tenant's part to perform or comply with the agreements,
terms,  covenants and  conditions of this Lease on Tenant's part to be performed
or complied with, and each and every item thereof,  shall be and be deemed to be
"Additional  Rent"  hereunder  and,  in the  event of the  non-payment  thereof,
Landlord (in addition to and not in  limitation of its other rights and remedies
hereunder)  shall have all of the rights and remedies in respect  thereof as are
herein or by law  provided in the case of the  non-payment  of Base Rent.  (Base
Rent and  Additional  Rent are  herein  sometimes  collectively  referred  to as
"Rent".)


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                                    ARTICLE 3

                                   IMPOSITIONS

           SECTION 3.01. PERSONAL PROPERTY TAXES. Tenant shall pay all taxes and
assessments levied or imposed upon personal property owned by Tenant, including,
without  limitation  machinery,  equipment,  furnishings,  inventory  and  other
personal  property  owned  and/or  leased  by  Tenant,  directly  to the  taxing
authorities   levying  or  imposing  the  same  before  the  same  shall  become
delinquent.

                                    ARTICLE 4

                                    UTILITIES

           SECTION 4.01. UTILITIES.  Tenant covenants and agrees to pay directly
to the public or private  utility company or companies,  as Additional  Rent, as
and  when  same  shall  become  due and  payable,  all  charges  for  utilities,
including,  without limitation,  air conditioning,  heat, water, sewerage,  fuel
oil,  gas,  steam,  hot water,  light,  telephone  and  communication  services,
furnished to the Premises.  Tenant  covenants and agrees to pay to Landlord,  as
Additional  Rent, all charges for  electricity  furnished to the Premises.  Such
Additional  Rent shall be invoiced  monthly and be payable  within ten (10) days
following  the  applicable  invoice date.  Landlord  shall have no obligation to
provide any such utility services, nor shall it incur any liability for any loss
or damage  resulting,  directly or indirectly,  from any failure or delay by any
utility  supplier to furnish any such  services.  The provisions of this Article
shall survive the expiration or earlier termination of this Lease.

                                    ARTICLE 5

                              Intentionally Omitted

                                    ARTICLE 6

                                  LATE CHARGES

           SECTION 6.01.  LATE  PAYMENT.  If payment of any item of Rental shall
become  overdue for ten (10) days beyond the date on which it is due and payable
as in this  Lease  provided,  Tenant  agrees to pay to  Landlord,  as and for an
agreed  upon late charge  (and not as a  penalty),  an amount  equal to $.03 for
every dollar thereof overdue,  which shall,  without further notice or demand by
Landlord,  immediately  become due and payable to Landlord as liquidated damages
for the additional  administrative,  costs and expenses  incurred by Landlord by
reason of Tenant's  failure to make prompt  payment.  Nothing  contained in this
Article 6 is intended in any way to extend any grace  periods or notice  periods
provided for elsewhere in this Lease.  All amounts payable to Landlord  pursuant
to this Article 6 shall be considered Additional Rent.



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                                    ARTICLE 7

                                    INSURANCE

           SECTION 7.01. BUILDING,  ETC. (a) Throughout the Term,  Landlord,  at
its  election  and sole cost and  expense,  may provide and maintain in force in
respect of the Premises,  insurance on an "all risk" basis covering the Building
including,  without  limitation,  flood insurance,  fire insurance and insurance
against loss or damage by lightning,  windstorm, tornado, hail, explosion, riot,
riot attending a strike, civil commotion,  aircraft,  vehicle, smoke, vandalism,
malicious mischief and other hazards of whatsoever kind now or hereafter covered
by the usual "all risk" policy, and damage by water; and

(b) Throughout the Term, Tenant, at its sole cost and expense, shall provide and
maintain in force in respect of the Premises, all of the following:

      (i)   Worker's Compensation and all other statutory forms of insurance now
            or  hereafter  prescribed  by law and in  limits  not less  than the
            statutorily  required  amounts,  covering  all  persons  employed by
            Tenant in connection with the operations of Tenant  conducted at the
            Premises or by Tenant or others in connection with any  construction
            thereon, which may be provided by Tenant for all persons employed by
            Tenant, or by Tenant's  contractors for all persons employed by such
            contractors;

      (ii)  Insurance  against  liability for bodily and personal injury,  death
            and Premises damage, it being agreed that such insurance shall be at
            least in the limits set forth below or in such higher  limits as may
            from time to time be reasonably required by Landlord. Such liability
            insurance  coverage  shall be  written  on a  Comprehensive  General
            Public Liability form (including,  without limitation, motor vehicle
            liability for all owned,  non-owned and hired  vehicles and Premises
            damage coverage),  and containing the so-called "occurrence clause",
            covering  specifically all occurrences in, on or about the Premises,
            including  all  sidewalks  adjoining  the  Premises.  All  insurance
            against liability for bodily and personal injury, death and Premises
            damage,  shall be written  for a combined  single  limit of not less
            than $3,000,000 for any single  occurrence;  and a minimum  combined
            single limit of  $1,000,000  shall be written for Water Damage Legal
            Liability and Sprinkler Leakage Legal Liability; and


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      (iii) Insurance on an "all risk" basis covering Tenant's personal property
            and trade  fixtures  in the  Premises in an amount not less than one
            hundred (100%) percent of the full replacement cost of such property
            and fixtures.

      (c) All insurance obtained or caused to be obtained by Tenant, as required
by this Section 7.01 (except for the coverage  described in  subsections  (b)(i)
and (b)(iii) of this Section), shall be carried in favor of Landlord and Tenant,
as their  respective  interests may appear,  and, in respect of any mortgagee of
the Premises. Such insurance, (1) in the case of Premises insurance or insurance
covering any economic loss resulting from any risks covered by any such Premises
insurance,  shall name each such  mortgagee  under a standard  State of Maryland
mortgagee  endorsement,  and  (2) in the  case  of the  insurance  described  in
subsection  (b)(ii)  of this  Section  7.01,  name  each  such  mortgagee  as an
additional insured, as its interest may appear.

           SECTION 7.02.  PROCEEDS; MISCELLANEOUS.

           (a) The proceeds under all policies,  if any,  maintained pursuant to
Section  7.01(a) of this Lease,  insuring  against  damage or destruction of the
Premises  by fire or other  casualty,  shall be payable to  Landlord  and/or its
mortgagee,  subject to the  provisions  of this Lease,  and all  policies  shall
contain  a  provision  to such  effect.  All  insurance  required  by any  other
provision of this Lease shall be in such form and shall be issued by responsible
insurance  companies  licensed to do business in the State of  Maryland,  as are
reasonably acceptable to Landlord.  All policies referred to in this Lease shall
be  procured,  or caused to be  procured,  for  periods of not less than one (1)
year. Such insurance may be carried under blanket policies;  provided,  however,
that coverage for the Premises is  separately  stated and will not be diminished
or depleted through  occurrences at other locations.  Duplicate originals of all
such policies and endorsements  thereto and evidence that the premiums  therefor
have been paid in full shall be delivered to all parties  required  hereby to be
insured  thereunder  concurrently  herewith.  If either  party fails to give the
required  certificate  within ten (10) days  after  notice of demand for it, the
other party may obtain and pay for that insurance and receive reimbursement from
the party  required to have the  insurance.  Premiums  on policies  shall not be
financed without Landlord's consent in each instance.

           (b)  Tenant  shall not carry any  additional  or  separate  insurance
(other than liability insurance) concurrent in form or contributing in the event
of loss with that  required by this Lease to be furnished by or at Tenant's cost
and  expense,  or in  excess  of the  amounts  required  by this  Lease,  unless
Landlord,  Tenant and any mortgagee  are included  therein as insureds with loss
payable as  provided  in this Lease (and any such policy that fails to have such
inclusion shall, as between Landlord and Tenant, be deemed to have same). Tenant
shall  promptly  notify  Landlord if such  additional  or separate  insurance is
carried  and shall  cause  originals  or copies of the same to be  delivered  as
required in this Lease.


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<PAGE>


           (c)  Tenant  shall not  violate or permit to be  violated  any of the
conditions or  provisions  of any policies  procured by Landlord with respect to
the  Premises  and  Tenant  shall  timely  perform  and  satisfy  or cause to be
performed and satisfied the  requirements and  recommendations  of the companies
writing such policies  (collectively,  "Insurance  Requirements") so that at all
times  companies of good standing shall be willing to write and/or continue such
insurance.

           (d) Every  policy of  insurance  required  to be  obtained  by Tenant
hereunder  shall  provide  that no  cancellation,  material  change or reduction
thereof  shall be  effective  until at least  thirty (30) days after  receipt of
written notice thereof by all parties insured thereunder.

           (e) Each  Premises  and  casualty  insurance  policy and every policy
insuring an economic loss  resulting from any risks covered by any such Premises
and casualty  insurance (whether or not required to be carried  hereunder),  and
each certificate or memorandum  thereof,  shall contain a clause or endorsement,
if obtainable  (whether or not  additional  premium  shall be charged  therefor)
whereby the insurance company waives all rights of subrogation  against Landlord
and  Tenant,  whether or not  insured  parties  thereunder,  or  consents to the
release of liability  among all such parties.  The parties  hereby  release each
other from any and all  liability for loss or damage  covered by such  insurance
under a policy  containing  such a clause or  endorsement  to the  extent of any
proceeds paid thereunder.

           SECTION 7.03. REIMBURSEMENT OF LANDLORD. Tenant shall pay to Landlord
(or, at Tenant's  election,  directly to the insurer),  as Additional  Rent, the
costs of the insurance  coverage  required to be maintained by Landlord pursuant
to Section  7.01,  such payment to be made within thirty (30) days after receipt
by Tenant of invoices.

                                    ARTICLE 8

                            DAMAGE OR DESTRUCTION AND
                       USE OF CASUALTY INSURANCE PROCEEDS

           SECTION 8.01.  CASUALTY.  If all or substantially all of the Building
should be damaged  or  destroyed  by fire or other  casualty,  this Lease  shall
terminate  as of the date of such damage or  destruction  and Base Rent shall be
apportioned as of the date of such termination.


                                       6
<PAGE>

           SECTION 8.02.  PARTIAL DAMAGE. If the Building should be damaged only
to such extent that the Building is unfit for Tenant's  use and  occupancy,  the
Base Rent shall be abated  proportionately on the basis of the size of the floor
area of the Building that is damaged  (e.g.,  the number of square feet of floor
area of the Building that is damaged compared to the total square footage of the
floor area of the Building)  from the date of the casualty,  but only during the
period the Building is unfit for occupancy, and only to the extent that Landlord
actually  receives  proceeds of rent or  business  interruption  insurance  with
respect to such damage.

           SECTION 8.03.  TENANT'S FAULT. If the Premises or any portion thereof
is  damaged  as a direct  result of the  negligence  or breach of this  Lease by
Tenant or any of Tenant's  Parties (as hereinafter  defined),  Rent shall not be
reduced  during the repair of such damage and Tenant shall be liable to Landlord
for the cost of the repair caused  thereby  except to the extent that Rent which
would be lost and/or such costs are covered by insurance proceeds available from
policies of insurance  required to be maintained  pursuant to the  provisions of
this  Lease (or which  would have been  available  but for  Tenant's  failure to
maintain such insurance ).

                                    ARTICLE 9

                                  CONDEMNATION

           SECTION  9.01.  TOTAL  CONDEMNATION.  If  all  of  the  Premises  are
condemned by eminent domain, or sold under threat of condemnation for any public
or quasi-public use or purpose ("Condemned" or "Condemnation"), this Lease shall
terminate as of the earlier of the date the condemning  authority takes title to
or  possession  of the  Premises,  and  Rent  shall be  adjusted  to the date of
termination.

           SECTION 9.02. PARTIAL CONDEMNATION. If any portion of the Premises is
Condemned  and Tenant's  ability to use the balance of the Premises is no longer
feasible, as reasonably  determined by Landlord and Tenant,  Landlord and Tenant
shall each have the option of either (a) keeping  this Lease in force and effect
or (b)  terminating  this Lease as of the earlier of the date title vests in the
condemning  authority  or as of the  date an order of  immediate  possession  is
issued and Rent shall be adjusted to the date of  termination.  If such  partial
condemnation  and  Tenant's  ability  to use  the  balance  of the  Premises  is
feasible,  the  portion  thereof  lost in such  condemnation,  this Lease  shall
continue  in full  force and  effect  except  that  after the date of such title
vesting, Rent shall be abated proportionately in the manner set forth in Section
8.02.

           SECTION  9.03.  AWARD.  If  the  Premises  are  wholly  or  partially
Condemned,  Landlord  shall  be  entitled  to the  entire  award  paid  for such
condemnation, and Tenant waives any claim to any part of the award from Landlord
or the condemning authority; provided, however, that Tenant shall have the right
to recover from the condemning  authority such compensation as may be separately
awarded to Tenant in connection with costs in removing  Tenant's  equipment to a
new location, provided that the same shall not reduce the amount of the award or
other compensation otherwise recoverable by Landlord.


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                                   ARTICLE 10

                                    REPAIRS

           SECTION 10.01. TENANT REPAIRS.  Tenant, at its sole cost and expense,
shall make repairs to the Premises  occasioned  by (a) the acts,  negligence  or
omissions of Tenant,  its employees,  agents or other  invitees;  and/or (b) the
removal of the EarthShell Equipment from the Premises.  In the event that Tenant
fails to commence and proceed with its maintenance and repair  obligations under
this Lease,  which failure continues beyond thirty (30) days following  Tenant's
receipt of notice from  Landlord  stating with  particularity  the nature of the
failure or in the event of an emergency,  Landlord  shall have the right,  after
notice (if practicable under the circumstances) to Tenant, to enter the Premises
and perform such repairs at Tenant's sole cost and expense.

                                   ARTICLE 11

                      CHANGES, ALTERATIONS AND IMPROVEMENTS

           SECTION 11.01. TRADE FIXTURES;  ALTERATIONS.  Tenant shall not, under
any circumstances, make, construct, nor allow to be constructed, any alterations
or physical additions ("Improvements") in, about or to the Premises

           SECTION 11.02. DAMAGE; REMOVAL. Tenant shall repair all damage to the
Premises  caused by the  installation  or removal of  Tenant's  trade  fixtures,
equipment, furniture and alterations. Upon the expiration or earlier termination
of this Lease, Tenant shall (a) disconnect from utilities and remove any and all
trade fixtures,  equipment, and partitions (except those partitions creating the
mixer room and storage  rooms) made or  installed  by or for Tenant prior to the
Effective Date, including, without limitation, mixing towers and thermo formers;
and (b) seal,  and make  water-tight,  all roof and other  penetrations  made by
Tenant as required by Section 22.02 hereof.  All such removals and  restoration
shall be accomplished  with reasonable care so as not to cause any damage to the
Premises.

           SECTION  11.03.  LIENS.  Tenant shall keep the  Premises  free of all
mechanics' and  materialmen's  liens in connection  with any labor,  supplies or
services furnished at Tenant's request. If any lien is filed, Tenant shall cause
such lien to be  released  or  removed  within  ten (10) days  after the date of
filing,  and if Tenant  fails to do so,  Landlord may take such action as may be
necessary  to  remove  such lien and  Tenant  shall pay  Landlord  such  amounts
expended by Landlord  together with interest thereon at the Applicable  Interest
Rate from the date of expenditure. The provisions of this Section and Article 14
hereof shall survive the expiration or early termination of this Lease.


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                                   ARTICLE 12

                              Intentionally Omitted

                                   ARTICLE 13

                               BUILDING EQUIPMENT

           SECTION 13.01.  BUILDING EQUIPMENT.  Tenant shall not have the right,
power or authority  to, and shall not,  without the prior consent of Landlord in
each instance, remove or permit the removal of any Building machinery, equipment
or fixtures  used in the  operation  of the  Premises  (collectively,  "Building
Equipment") from the Premises.

                                   ARTICLE 14

                            DISCHARGE OF LIENS; BONDS

           SECTION 14.01. NO LIENS. Tenant shall not create, suffer or permit to
be created or to remain, any lien,  encumbrance or charge upon the Premises,  or
any part thereof or interest therein, or this Lease, and Tenant shall not suffer
any other matter or thing whereby the estate, rights or interests of Landlord in
the Premises, or any part thereof or interest therein, or in this Lease might be
impaired.  In any  event,  Tenant  shall have no power to do any act or make any
contract  which may create or be the  foundation of any lien,  mortgage or other
encumbrance upon the reversion or other estate of Landlord, or upon any interest
of Landlord in the Premises.

           SECTION  14.02.  DISCHARGE OF LIENS.  If any  mechanic's,  laborer's,
materialman's  or other  lien at any time shall be filed or  permitted  to exist
against the  Premises  by reason of any work,  labor or  services  performed  or
materials  furnished,  or claimed to have been performed or furnished,  to or on
behalf of Tenant or those claiming under Tenant, Tenant, within twenty (20) days
after the filing  thereof,  shall cause the same to be vacated or  discharged of
record by payment,  deposit, bond, order of a court of competent jurisdiction or
otherwise.  If Tenant shall fail to cause such lien to be vacated or  discharged
within  such  period,  Landlord,  in  addition  to any other  right or remedy of
Landlord  hereunder,  may, but shall not be  obligated  to,  discharge  the same
either by paying the amount  claimed to be due or by procuring  the discharge of
such lien by deposit or by bonding proceedings, or otherwise. Any amount so paid
by Landlord, and all reasonable costs and expenses,  including,  but not limited
to,  reasonable  attorneys'  fees and  disbursements,  incurred  by  Landlord in
connection  therewith,  together  with  interest  thereon  at the Lease from the
respective  dates of Landlord's  making of the payment or incurring of the costs
and  expenses,  shall  constitute  Additional  Rent payable by Tenant under this
Lease and shall be paid by Tenant to Landlord on demand.


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<PAGE>


           SECTION 14.03. NO LIEN RIGHTS.  Nothing contained in this Lease shall
grant or be deemed to have granted to Tenant any  authority to bind  Landlord to
any contract or to create any other obligation binding on Landlord regardless of
whether such contract or obligation may be the foundation for any lien, mortgage
or other encumbrance upon the estate of Landlord in the Premises.

                                   ARTICLE 15

                            ASSIGNMENT AND SUBLETTING

           SECTION 15.01. ASSIGNMENT AND SUBLETTING.  Tenant shall not assign or
otherwise  transfer  its  interest  in  this  Lease,   whether   voluntarily  or
involuntarily  or by  operation  of law,  nor  sublease  all or any  part of the
Premises without  Landlord's prior approval,  which may be granted or refused in
Landlord's  sole  discretion.  The merger of Tenant with any other entity or the
transfer of any  controlling  or managing  ownership or  beneficial  interest in
Tenant,  or the  assignment  of a  substantial  portion  of the assets of Tenant
whether  or  not  located  at  the  Premises,  shall  constitute  an  assignment
hereunder.

                                   ARTICLE 16

                          ATTORNMENT AND SUBORDINATION

           SECTION  16.01.  SUBORDINATION.  This  Lease  shall  be  subject  and
subordinate  to all  ground  leases and the lien of all  mortgages  and deeds of
trust which now or hereafter affect the Premises or Landlord's interest therein,
and all  amendments  thereto,  all without the  necessity of Tenant's  executing
further  instruments  to effect such  subordination.  Tenant  shall  execute and
deliver to Landlord within thirty (30) days after  Landlord's  request  whatever
documentation  that may  reasonably be required to further effect the provisions
of this Section including a Subordination and Attornment  Agreement in such form
as may be acceptable to the lender.

           SECTION 16.02.  ATTORNMENT.  In the event of a foreclosure proceeding
and/or the  exercise  of the power of sale under any  mortgage or deed of trust,
Tenant shall, if requested, attorn to the purchaser thereupon and recognize such
purchaser  as  landlord  under this Lease and shall  execute and deliver to such
purchaser,  such other form as may be reasonably  acceptable to such  purchaser,
lender and Tenant.


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<PAGE>


                                   ARTICLE 17

                                 INDEMNIFICATION

           SECTION 17.01. TENANT'S INDEMNITY.  Tenant shall indemnify,  protect,
defend (by counsel reasonably acceptable to Landlord) and hold harmless Landlord
and the Landlord's Parties (as hereinafter defined) and each of their successors
and  assigns  from  and  against  any and all  claims,  liabilities,  judgments,
demands,  causes of  action,  losses,  damages,  costs and  expenses,  including
reasonable  attorneys' fees, for damage to any property or injury to or death of
any person  arising from or out of (a) the  negligence or willful  misconduct of
Tenant,  or the Tenant's Parties (as hereinafter  defined) in, upon or about the
Premises,  (b) any default in the performance of any obligation on Tenant's part
to be performed  under the terms of this Lease, or (c) Tenant's use or occupancy
of the  Premises,  except to the  extent  caused by the  negligence  or  willful
misconduct of the party to be indemnified or its agents, employees,  contractors
or invitees.  The  obligations  of Tenant under this Section 17.01 shall survive
the expiration or early termination of this Lease. The term "Landlord's Parties"
means Landlord and its partners,  members,  shareholders,  officers,  directors,
employees, agents, contractors, invitees and lenders.

           SECTION  17.02.  LANDLORD'S  INDEMNITY.   Landlord  shall  indemnify,
protect,  defend (by counsel reasonably  acceptable to Tenant) and hold harmless
Tenant and the Tenant's  Parties,  and each of their successors and assigns from
and against  any and all  claims,  liabilities,  judgments,  demands,  causes of
action,  losses,  damages,  costs and expenses,  including reasonable attorneys'
fees,  for damage to any  property  or injury to or death of any person  arising
from or out of (a) the  negligence  or willful  misconduct  of Landlord,  or the
Landlord's  Parties  in,  upon or about the  Premises,  (b) any  default  in the
performance of any obligation on Landlord's part to be performed under the terms
of this Lease, or (c) Landlord's  entry or work or things done by Landlord in or
about the  Premises,  except to the extent  caused by the  negligence or willful
misconduct of the party to be indemnified or its agents, employees,  contractors
or invitees.  The obligations of Landlord under this Section 17.02 shall survive
the expiration or early  termination of this Lease. The term "Tenant's  Parties"
means  Tenant and its  partners,  members,  shareholders,  officers,  directors,
employees, agents, contractors, invitees and lenders.

           SECTION 17.03. JOINT RESPONSIBILITY.  When the liability is caused by
the joint  negligence or willful  misconduct of the  indemnifying  party and the
indemnified  party or the  indemnifying  party and a third party which is not an
agent,  employee or invitee of the indemnifying party, the indemnifying  party's
duty to defend,  indemnify,  and hold  harmless  under either  Section  17.01 or
17.02, shall be in proportion to the indemnifying party's allocable share of the
joint negligence or willful misconduct.

           SECTION 17.04.  RELEASE OF CLAIMS.  Notwithstanding the provisions of
Sections 17.01 and 17.02,  the parties hereby release each other from any claims
either  party has against  the other  hereunder;  such  release  being  limited,
however, to the extent the claim is covered by the indemnified party's insurance
or the insurance that would have been available but for the indemnified  party's
failure to maintain the insurance coverages required under this Lease, whichever
is greater.


                                       11
<PAGE>


           SECTION 17.05.  LIMITATION OF LANDLORD'S  LIABILITY.  If the Premises
are   conveyed  by  Landlord  or  the   Landlord's   Parties,   voluntarily   or
involuntarily,  Landlord's obligations and liabilities under this Lease accruing
after the conveyance shall be the sole responsibility of the new owner,  subject
to the terms hereof.  If Landlord or the  Landlord's  Parties are ordered to pay
Tenant a money judgment because of Landlord's  default,  or as the result of any
indemnification  liability  arising  under  this  Lease,  then  except  in those
instances  listed below in this Section  17.05,  Tenant's sole remedy to satisfy
the  judgment  shall be  Landlord's  interest in the Premises  including  rental
income and  proceeds  from sale,  and any  insurance  or  condemnation  proceeds
received  because of damage or  condemnation  to, or of, the  Premises  that are
available  for use by Landlord.  The  limitations  of this Section  17.05 do not
apply in  circumstances  in which (a) Landlord has failed to apply  insurance or
condemnation proceeds as required by this Lease; or (b) the liability relates to
an   indemnification   obligation   arising   under   Article  19,  or  (c)  any
representation  or warranty of Landlord in this Lease was materially  inaccurate
when made with Landlord's  actual knowledge of such inaccuracy.  Notwithstanding
any other  provisions of this Lease to the contrary,  in no event shall Landlord
be responsible or liable on any theory for any injury to Tenant's business, loss
of profit, loss of income or any other form of consequential damage.  Nothing in
this Section  17.05 shall be  interpreted  to mean that Tenant cannot be awarded
specific performance or injunctive relief.

                                   ARTICLE 18

                      PERMITTED USE; NO UNLAWFUL OCCUPANCY

           SECTION 18.01.  PERMITTED USE. During the Term, the Premises shall be
used only for the storage of EarthShell  Equipment  pending its removal from the
Premises.  In the event that Tenant fails to remove the EarthShell  Equipment on
or before the  expiration or earlier  termination  of this Lease,  Landlord,  at
Tenant's  cost and  expense  shall  have the right to  remove  the same from the
Premises and/or deem such EarthShell Equipment to have been abandoned by Tenant.


                                       12
<PAGE>


                                   ARTICLE 19

                              ENVIRONMENTAL MATTERS

           SECTION  19.01.  HAZARDOUS  MATERIALS;  ENVIRONMENTAL  LAWS.  As used
herein,   "Hazardous  Materials"  means  any  chemical,   substance,   material,
controlled substance,  object, condition,  waste, living organism or combination
thereof  which  is or may be  hazardous  to human  health  or  safety  or to the
environment due to its  radioactivity,  ignitability,  corrosivity,  reactivity,
explosivity,    toxicity,    carcinogenicity,    mutagenicity,    phytotoxicity,
infectiousness  or other harmful or potentially  harmful  properties or effects,
including,  without  limitation  petroleum  and  petroleum  products,  asbestos,
asbestos containing materials,  polychlorinated  biphenyls (PCBs),  refrigerants
(including those substances  defined in the  Environmental  Protection  Agency's
"Refrigerant  Recycling  Rule," as  amended  from time to time) and all of those
chemicals,  substances,  materials,  controlled substances, objects, conditions,
wastes,  living organisms or combinations thereof which are now or become in the
future listed, defined or regulated in any manner by any Environmental Law based
upon,  directly or  indirectly,  such  properties  or effects.  As used  herein,
"Environmental  Laws" means any and all federal,  state or local  environmental,
health and/or safety-related laws, regulations,  standards, decisions of courts,
ordinances,  rules, codes, orders, decrees, directives,  guidelines,  permits or
permit conditions, currently existing and as amended, enacted, issued or adopted
in the future which are or become applicable to Tenant or the Premises.

           SECTION 19.02.  TENANT'S CONDUCT.  Tenant shall not cause nor permit,
nor allow any of Tenant's Parties to cause or permit, any Hazardous Materials to
be brought upon, stored,  manufactured,  generated,  blended, handled, released,
recycled,  treated,  disposed or used on,  under or about the  Premises,  except
routine  office  and  janitorial  supplies,  and fuels and  lubricants  used for
warehouse machinery and equipment in usual and customary quantities stored, used
and disposed of in accordance with all applicable Environmental Laws. Tenant and
Tenant's  Parties shall comply with all  Environmental  Laws and promptly notify
Landlord of the violation of any  Environmental Law or presence of any Hazardous
Materials,  other than office and janitorial supplies as permitted above, on the
Premises.  Tenant,  at its sole  cost and  expense,  shall  be  responsible  for
obtaining all permits,  license or approvals  required by Environmental Laws for
Tenant's use of the Premises and shall make all  notifications and registrations
required by any  applicable  Environmental  Laws in  connection  therewith,  and
Tenant  shall  provide  copies  thereof to  Landlord.  Tenant shall at all times
comply with such permits, licenses, approvals, notifications and registrations.

           SECTION 19.03.  TENANT'S  INDEMNITY.  Tenant shall indemnify and hold
harmless  Landlord  and  Landlord's  Parties  from any and all claims,  damages,
fines, judgments,  penalties, costs, expenses or liabilities (including, without
limitation,  any  and  all  sums  paid  for  settlement  of  claims,  reasonable
attorneys'  fees,  consultant  and expert fees) arising during or after the Term
from or in connection with the use, storage, generation,  release or disposal of
Hazardous  Materials in, on or about the Premises either (x) by Tenant or any of
Tenant's Parties, at any time.

           SECTION 19.04. LIMITATIONS.  Notwithstanding anything to the contrary
in this  Article 19, the  indemnification  of Landlord set forth above shall not
include any consequential damages (e.g., loss of rent, use and profits) incurred
by  Landlord or  Landlord's  Parties.  Such  indemnification  shall  survive any
expiration or earlier  termination  of the Term, but shall  terminate  three (3)
years after any such  expiration or earlier  termination  except with respect to
any  specific  claims that have  asserted by either party by notice to the other
prior to the expiration of said  three-year  period,  and except with respect to
any adverse  environmental  condition which was known by actual knowledge by one
party to exist,  but which was not  disclosed  to the other  party  prior to the
expiration of said three-year period.


                                       13
<PAGE>


                                   ARTICLE 20

                         EVENTS OF DEFAULT, CONDITIONAL

                           LIMITATIONS, REMEDIES, ETC

           SECTION  20.01.  EVENTS OF  DEFAULTS.  The  occurrence  of any of the
following events shall, at Landlord's option, constitute an "Event of Default":

           (a)  Vacation or  abandonment  of the Premises for a period of ninety
(90)  consecutive  days,  when such  vacation  or  abandonment  is coupled  with
Tenant's  failure to pay Rent and other  obligations  under  this  Lease  and/or
Tenant's default of another provision of this Lease;

           (b)  Failure  to pay the  Rent on the date  when due and the  failure
continuing  for a period of ten (10) days after notice from  Landlord  that such
payment is due;

           (c) Failure to perform Tenant's  covenants and obligations  hereunder
(except  default in the  payment of Rent)  where such  failure  continues  for a
period of thirty (30) days after notice from Landlord;  provided,  however, that
if the  nature  of the  default  is such that  more  than  thirty  (30) days are
reasonably required for its cure, Tenant shall not be deemed to be in default if
Tenant  commences the cure within said thirty (30)-day period and diligently and
continuously prosecutes such cure to completion; or

           (d) The making of a general  assignment  by Tenant for the benefit of
creditors;  the  filing of a  voluntary  petition  by Tenant or the filing of an
involuntary  petition by any of Tenant's  creditors seeking the  rehabilitation,
liquidation  or  reorganization  of Tenant under any law relating to bankruptcy,
insolvency or other relief of debtors and, in the case of an involuntary action,
the  failure  to remove or  discharge  the same  within  sixty (60) days of such
filing;  the  appointment of a receiver or other custodian to take possession of
substantially all of Tenant's assets or this leasehold;  Tenant's  insolvency or
inability to pay Tenant's debts or failure  generally to pay Tenant's debts when
due;  any  court  entering  a  decree  or  order  directing  the  winding  up or
liquidation of Tenant or of substantially all of Tenant's assets;  Tenant taking
any action  toward the  dissolution  or winding up of Tenant's  affairs;  or the
attachment, execution or other judicial seizure of substantially all of tenant's
assets or this leasehold.


                                       14
<PAGE>


           SECTION 20.02. REMEDIES.

           (a) In the event of the occurrence of any Event of Default,  Landlord
shall have the right to give a termination notice to Tenant.

           (b)  Following  termination,  without  prejudice  to  other  remedies
Landlord  may have,  Landlord  may (i)  peaceably  re-enter  the  Premises  upon
voluntary  surrender by Tenant or remove Tenant and Tenant's property  therefrom
and any other persons  occupying the Premises,  using such legal  proceedings as
may be available;  (ii)  repossess the Premises;  and (iii) at Tenant's cost and
expense,  remove all of Tenant's personal property therefrom or deem the same to
have been abandoned by Tenant.

           If, following the occurrence of an Event of Default,  Landlord elects
to proceed in any court for judgment in ejectment against Tenant and all persons
claiming under Tenant for the recovery of possession of the Premises and, if for
any reason after such action shall have been commenced, it shall be cancelled or
suspended and  possession  of the Premises  remains in or is restored to Tenant,
Landlord shall have the right upon any subsequent default or upon the expiration
or termination of this Lease to bring one or more actions to recover  possession
of the Premises.

           (c)  Landlord  shall have all the rights and  remedies  of a landlord
provided by applicable law,  including the right to recover from Tenant: (i) the
unpaid  Rent  that had been  earned  at the time of  termination,  (ii) the Rent
which,  but for the termination of this Lease,  would have become due during the
remainder of the Term,  in which case  liquidated  damages shall be computed and
payable in monthly  installments,  in advance, on the first day of each calendar
month  following the termination of this Lease and shall continue until the date
on which the Term would have expired but for such termination, and any action or
suit brought to collect any such  liquidated  damages for any month shall not in
any manner prejudice the right of Landlord to collect any liquidated damages for
any subsequent  months by similar  preceding;  or (iii) the present worth (as of
the date of such termination) of the Rent which, but for the termination of this
Lease,  would have  become due during the  remainder  of the Term  ("Total  Rent
Amount"),  in which case such liquidated damages shall be payable to Landlord in
one lump sum on demand and shall bear interest at the Reference Rate until paid.
"Present worth" shall be computed by discounting the Total Rent Amount at a rate
equal  to the  lower  of (x) six  percent  (6%)  per  annum,  or (y)  three  (3)
percentage  points above the discount rate then in effect at the Federal Reserve
Bank.  In no event  shall  Landlord  be  required  to  account to Tenant for any
amounts if the fair rental value of the Premises  exceeds the stipulated Rent at
the time of such  termination;  and (iv) any  other  amount,  and  court  costs,
necessary  to  compensate  Landlord  for all  detriment  proximately  caused  by
Tenant's default.


                                       15
<PAGE>


           SECTION 20.03. CUMULATIVE. Each right and remedy of Landlord provided
for  herein or now or  hereafter  existing  at law,  in  equity,  by  statute or
otherwise  shall be cumulative and shall not preclude  Landlord from  exercising
any other  rights or  remedies  provided  for in this Lease or now or  hereafter
existing at law or in equity, by statute or otherwise. No payment by Tenant of a
lesser  amount  than  the  Rent  nor any  endorsement  on any  check  or  letter
accompanying  any  check or  payment  as Rent  shall be  deemed  an  accord  and
satisfaction  of full  payment of Rent;  and  Landlord  may accept such  payment
without  prejudice to Landlord's right to recover the balance of such Rent or to
pursue other remedies.

                                   ARTICLE 21

                                     NOTICES

           SECTION 21.01. NOTICES.  Whenever it is provided herein or prescribed
by law that  notice,  demand,  request,  consent,  approval,  assertion,  claim,
election or other  communication  (each a "notice")  shall or may be given to or
served upon either of the parties hereto, such notice,  shall be in writing and,
unless  otherwise  prescribed  by  law  or  governmental  regulation,  shall  be
effective  for any purpose  only if given by mailing the same by  registered  or
certified  mail,  postage  prepaid,  return receipt  requested,  or by overnight
courier,  such as Federal Express or sent by facsimile  (immediately followed by
one of the  preceding  methods),  in each case  addressed  to the parties at the
respective addresses set forth below, or to such other addresses as either party
may from time to time designate by like notice given to the other.

           (a) If to Tenant:            EarthShell Corporation
                                        800 Misamonte Drive
                                        Santa Barbara, California 93109
                                        Attention:
                                        e-mail:
                                        Fax No.:

               with a copy to:          EarthShell Corporation
                                        1301 York Road
                                        Suite 200
                                        Lutherville, Maryland 21093
                                        Attention:  Vincent J. Truant
                                        e-mail:  vtruant@earthshell.com
                                        Fax No.:  410/847-9431


                                       16
<PAGE>


           (b) If to Landlord: Sweetheart Cup Company Inc.

                                        10100 Reisterstown Road
                                        Owings Mills, Maryland 02117
                                        Attention:  Thomas Uleau
                                        e-mail:   tuleau@sweetheart.com
                                        Fax No.:  410/902-3046

                    with a copy to:     Harvey L. Friedman, Esq.
                                        115 Stevens Avenue
                                        Valhalla, New York 10595
                                        e-mail: l1arco@sweetheart.com
                                        Fax No.:  914/747-9293


           SECTION 21.02.  EFFECTIVE DATE. Every notice,  when mailed,  shall be
deemed to have been given or served  three (3) days after the date that the same
shall have been  deposited in the United  States mails postage  prepaid,  in the
manner  aforesaid,  except that a notice of change of address shall be deemed to
have been given only when  received by the  addressee,  or if sent by  overnight
courier or by facsimile,  the same shall be deemed given or served when received
by the addressee.

                                   ARTICLE 22

                             HOLDING OVER; SURRENDER

           SECTION 22.01. HOLDING OVER. If Tenant holds over the Premises or any
part thereof  after the  expiration  or earlier  termination  of the Term,  such
holding over shall,  constitute a month-to-month tenancy and shall be on all the
other terms and  conditions  of this Lease,  provided  that if the holding  over
continues  for a period in  excess  of sixty  (60)  days,  the Base Rent  shall,
without  notice,  increase  to a rent equal to one  hundred  twenty-five  (125%)
percent of the Base Rent in effect  immediately  prior to such  holding over for
the first thirty (30) days of such holdover period and thereafter at the rate of
two hundred (200%) percent of the Base Rent in effect  immediately prior to such
holding  over.  Acceptance of Rent by Landlord  following  expiration or earlier
termination  shall not  constitute  a renewal of this Lease or  extension of the
Term except as  specifically  set forth  above,  and Tenant  shall be subject to
removal and eviction as otherwise set forth herein.

           SECTION 22.02. SURRENDER.  Upon the expiration or earlier termination
of the Term or Tenant's right to possession of the Premises,  Tenant will comply
with the  provisions of Section  11.02.  Any property which Tenant shall fail to
remove from the Premises shall be deemed abandoned by Tenant and may be retained
by Landlord, as its property, or disposed of in any manner deemed appropriate by
Landlord.  Any expense  incurred by  Landlord in removing or  disposing  of such
property shall be reimbursed to Landlord by Tenant on demand. Tenant shall patch
and fill all holes within the Premises and all penetrations of the roof shall be
resealed to a watertight  condition and Tenant shall promptly  repair any damage
to the Premises  occasioned  by its removal from the  Premises.  In no event may
Tenant  remove from the Premises any  mechanical  or  electrical  systems or any
wiring or any other aspect of any systems within the Premises. The provisions of
this Section shall survive the expiration or earlier termination of the Term.


                                       17
<PAGE>


                                   ARTICLE 23

                                    NO BROKER

           SECTION 23.01.  NO BROKER.  Landlord and Tenant  acknowledge  that no
broker  has  acted  as an  intermediary  in  connection  with  the  transactions
contemplated by this Lease.  Landlord and Tenant each represents and warrants to
the other that it has not dealt with any broker, finder or other intermediary in
connection with the  transactions  contemplated  hereby and that no such fees or
commissions  are due or payable to any third  party by reason of any of the said
transactions.  Landlord and Tenant each agrees further to indemnify,  defend and
hold the other harmless of, from and against any and all costs, losses,  claims,
damages,  liabilities,   expenses  and  other  obligations  (including,  without
limitation,  reasonable attorneys' fees and costs) arising from or in connection
with or otherwise  resulting from a breach of their  respective  representations
and warranties contained in this Article 26 or any claim by any broker,  finder,
intermediary  or other third party  claiming to have been  employed by or at the
direction of the  indemnifying  party.  The  provisions of this Article 24 shall
survive the expiration or earlier termination of this Lease.

                                   ARTICLE 24

                               NO REPRESENTATIONS

           SECTION 24.01. NO REPRESENTATIONS.  Tenant expressly acknowledges and
agrees  that,  except  as  otherwise  expressly  set  forth  in this  Lease,  no
representations,  statements,  or warranties of any kind, express or implied, as
to merchantability,  fitness for a particular purpose or use, or otherwise, have
been made by or on behalf of Landlord or its  representatives  in respect of the
Premises,  the  status  of  title,  the  physical  condition  or state of repair
thereof,  the income,  profit  potential or expenses of operation  thereof,  the
zoning or other laws, regulations, rules and/or orders applicable thereto or any
construction  work or alterations  intended or required to be made thereto,  the
Impositions, or any other matter or thing affecting or relating to the Premises,
and that Tenant has relied on no such representations, statements or warranties,
but solely on its own  examination  and  inspection  of the  Premises  and other
investigations  pertaining to the  alteration or use thereof,  and that Landlord
shall not in any event  whatsoever be liable for any latent or patent defects in
the Premises, or any claimed misrepresentations or breach of warranties.


                                       18
<PAGE>


                                   ARTICLE 25

                                EARLY TERMINATION

           SECTION 25.01.  EARLY TERMINATION.  Tenant,  upon notice to Landlord,
shall have the right to  terminate  this Lease as of a date  designated  in such
notice (the "Early Termination  Date");  provided,  however,  that (a) the Early
Termination Date shall be no sooner than the  ninety-first  (91st) day following
the Effective Date; (b) no Event of Default shall exist on the Early Termination
Date;  and (c) Tenant shall pay to Landlord,  on or before the close of business
on the Early  Termination  Date, a sum in an amount equal to fifty (50%) percent
of the Base Rent payable for the period commencing on the Early Termination Date
and ending on and including  December 31, 2003.  The  provisions of this Section
shall  terminate and be of no further force or effect in the event that an Event
of Default  shall exist on the Early  Termination  Date or Tenant  shall fail to
timely make such payment.  Base Rent shall be  apportioned in the event that the
Early Termination Date is not the last day of a calendar month.

                                   ARTICLE 26

                                  MISCELLANEOUS

           SECTION 26.01. ENTIRE AGREEMENT. This Lease sets forth all agreements
between Landlord and Tenant concerning the Premises; and there are no agreements
either oral or written other than as set forth herein.

           SECTION 26.02. TIME OF ESSENCE. Time is of the essence of this Lease.

           SECTION  26.03.   ATTORNEYS'   FEES.  In  any  action  or  proceeding
(including  arbitration)  which either party brings against the other to enforce
its rights hereunder, the unsuccessful party shall pay all costs incurred by the
prevailing party,  including,  without limitation,  reasonable  attorneys' fees,
which amounts shall be a part of the judgment in said action or proceeding.

           SECTION  26.04.  SEVERABILITY.  If any provision of this Lease or the
application  of any  such  provision  shall  be  held by a  court  of  competent
jurisdiction to be invalid,  void or unenforceable to any extent,  the remaining
provisions of this Lease and the application  thereof shall remain in full force
and effect and shall not be affected, impaired or invalidated.

           SECTION  26.05.  LAW.  This Lease shall be construed  and enforced in
accordance with the laws of the State of Maryland.


                                       19
<PAGE>


           SECTION  26.06.  NO  OPTION.  Submission  of this Lease to Tenant for
examination  or  negotiation  does not  constitute an option to lease,  offer to
lease or a reservation  of, or option for, the Premises and this document  shall
become  effective  and binding only upon the  execution  and delivery  hereof by
Landlord and Tenant.

           SECTION 26.07. NO THIRD PARTY BENEFIT.  Nothing herein is intended to
create any third party benefit.

           SECTION 26.08.  RECORDATION.  Tenant shall not record this Lease or a
short  form   memorandum   hereof  without   Landlord's   prior  consent  which,
notwithstanding  anything contained to the contrary in this Lease,  Landlord can
withhold in its sole discretion

           SECTION  26.09.  AGENCY,   PARTNERSHIP  OR  JOINT  VENTURE.   Nothing
contained  in this Lease nor any acts of the parties  hereto  shall be deemed or
construed  by the  parties  hereto,  nor by any third  party,  as  creating  the
relationship of principal and agent or of partnership or of joint venture by the
parties hereto or any  relationship  other than the relationship of landlord and
tenant.

           SECTION 26.10.  SURRENDER OF LEASE.  The voluntary or other surrender
of this Lease by Tenant or a mutual  cancellation  thereof or a  termination  by
Landlord shall not work a merger and shall, at the option of Landlord, terminate
all or any existing  subtenancies or may, at the option of Landlord,  operate as
an assignment to Landlord of any or all of such subtenancies.

           SECTION  26.11.  HEADINGS.  Article  and Section  headings  have been
inserted  solely as a matter of  convenience  and are not  intended to define or
limit the scope of any of the  provisions  contained  therein and  references to
Articles  or  Sections  shall  refer to the  corresponding  Article  or  Section
appearing herein.

           SECTION  26.12  WAIVER  AND  AMENDMENT.  No waiver of any  default or
breach  hereunder  shall be implied  from any omission to take action on account
thereof, notwithstanding any custom and practice or course of dealing. No waiver
by either party of any provision  under this Lease shall be effective  unless in
writing and signed by such party.  No waiver shall affect any default other than
the default specified in the waiver and then such waiver shall be operative only
for the time and to the extent therein stated. Waivers of any covenant shall not
be construed as a waiver of any  subsequent  breach of the same.  This Lease may
not be changed  orally,  but only by agreement  in writing,  signed by the party
against whom enforcement of the change, modification or discharge is sought.

           SECTION 26.13. AUTHORIZATION. Each individual executing this Lease on
behalf of  Landlord or Tenant  represents  and  warrants  that he or she is duly
authorized to execute and deliver this Lease on behalf of Landlord or Tenant and
that such execution is binding upon such party.


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<PAGE>


           SECTION 26.14. COVENANT OF QUIET ENJOYMENT.  Landlord covenants that,
following  the  Commencement  Date,  Tenant shall  quietly and  peaceably  hold,
possess  and enjoy the  Premises  for the Term upon and  subject  to the  terms,
covenants and conditions contained herein.

           SECTION 26.15.  SUCCESSORS  AND ASSIGNS.  This Lease shall be binding
upon and inure to the benefit of the  successors  and  assigns of Landlord  and,
subject to compliance with the terms of Article 15, Tenant.

           EXECUTED  as a sealed  instrument  as of the day and year first above
written.

LANDLORD:                                 TENANT:

SWEETHEART CUP COMPANY INC.               EARTHSHELL CORPORATION



By: /s/ Thomas Uleau                        By:   /s/ Vincent J. Truant
    ---------------------------                   ---------------------------
Name: Thomas Uleau                          Name: Vincent J. Truant
      Vice Chairman                               President and COO



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