EXHIBIT 10.1

                                 EXECUTION COPY












                          AGREEMENT AND PLAN OF MERGER

                                      among

                             EARTHSHELL CORPORATION,

                           EARTHSHELL TRIANGLE, INC.,

                            RENEWABLE PRODUCTS, INC.

                                       and

                             RENEWABLE PRODUCTS LLC










                            Dated as of June 17, 2005



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                                TABLE OF CONTENTS

            1.    The Merger.................................................1

                  (a)   General..............................................1

                  (b)   Effect of Merger.....................................1

                  (c)   Consummation of the Merger...........................2

                  (d)   Certificate of Incorporation.........................2

                  (e)   By-Laws..............................................2

                  (f)   Directors and Officers...............................2

            2.    Conversion of Securities...................................2

                  (a)   Mergerco Common Stock................................2

                  (b)   Target Common Stock..................................2

            3.    Closing....................................................3

                  (a)   Time and Place of Closing............................3

                  (b)   Closing Deliveries...................................3

            4.    Representations and Warranties of Stockholder..............3

                  (a)   Corporate Organization, Qualification................3

                  (b)   Power and Authority..................................3

                  (c)   Consents.............................................4

                  (d)   Capitalization.......................................4

                  (e)   Constituent Documents; Directors and Officers........4

                  (f)   Financial............................................5

                  (g)   Title to Assets......................................5

                  (h)   Related Party Transactions...........................5

                  (i)   Conduct of Business..................................6

                  (j)   Material Adverse Changes.............................6

                  (k)   Contracts............................................6

                  (l)   Permits..............................................7

                  (m)   Employee Benefits....................................7

                  (n)   Employee Relations...................................7

                  (o)   Taxes................................................7

                  (p)   Litigation...........................................8

                  (q)   Laws.................................................8

                  (r)   Environmental........................................9

                  (s)   Real Estate..........................................9

                  (t)   Intellectual Property................................9

                  (u)   Capital Commitments..................................9


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            5.    Representations and Warranties of Parent and Mergerco.....10

                  (a)   Corporate Organization, Qualification...............10

                  (b)   Power and Authority.................................10

                  (c)   Consents............................................11

                  (d)   Capitalization......................................11

                  (e)   Constituent Documents...............................11

                  (f)   SEC Reports and Financial...........................12

                  (g)   Litigation..........................................13

                  (h)   Contracts...........................................13

                  (i)   Intellectual Property...............................13

                  (j)   Environmental.......................................13

                  (k)   Employee Benefits...................................13

                  (l)   Laws................................................14

                  (m)   Conduct of Business.................................14

                  (n)   Title to Assets.....................................14

                  (o)   Related Party Transactions..........................15

                  (p)   Permits.............................................15

                  (q)   Material Adverse Changes............................15

                  (r)   Taxes...............................................15

                  (s)   Employee Relations..................................16

            6.    Conduct Prior to the Closing..............................16

                  (a)   Access..............................................16

                  (b)   Provision of Information by Parent to Target........16

                  (c)   Consents............................................16

                  (d)   Conduct of Business.................................16

                  (e)   No Intentional Acts.................................17

                  (f)   Certificate of Designation..........................18

            7.    Conditions to Target's Obligations........................18

            8.    Conditions to Parent's Obligations........................18


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            9.    Right to Terminate........................................19

            10.   Remedies..................................................19

            11.   Post Closing Agreements...................................20

                  (a)   Further Assurances..................................20

                  (b)   Management of Surviving Corporation.................20

                  (c)   Net Operating Losses................................20

            12.   Disclosure of Confidential Information....................20

                  (a)   Obligation to Maintain Confidentiality..............20

                  (b)   Injunctive Relief...................................21

            13.   Indemnification Obligations of Parent.....................21

            14.   Indemnification Obligations of Stockholder................22

            15.   Arbitration...............................................22

            16.   Miscellaneous.............................................23

                  (a)   Publicity...........................................23

                  (b)   Notices.............................................23

                  (c)   Fees and Expenses...................................23

                  (d)   Entire Agreement....................................23

                  (e)   Survival; Non-Waiver................................23

                  (f)   Applicable Law......................................24

                  (g)   Consent to Jurisdiction.............................24

                  (h)   Binding Effect......................................24

                  (i)   Assignment..........................................24

                  (j)   Amendments..........................................24

                  (k)   Headings............................................24

                  (l)   Severability........................................24

                  (m)   Counterparts........................................25

                  (n)   No Strict Construction..............................25

                  (o)   Gender..............................................25

                  (p)   Interpretation......................................25



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                                 INDEX OF TERMS



<PAGE>



Affiliate....................................................................6
Agreement....................................................................1
Business.....................................................................1
Certificate of Merger........................................................2
Claims.......................................................................4
Closing......................................................................3
Closing Date.................................................................3
Code.........................................................................1
Confidential................................................................21
Confidential Information....................................................21
Consents....................................................................16
Constituent Corporations.....................................................1
control......................................................................6
Damages.....................................................................22
DGCL.........................................................................1
Effective Time...............................................................2
Environmental Laws...........................................................9
Environmental Permits........................................................9
ERISA........................................................................7
Exchange Act................................................................12
GAAP.........................................................................5
Liabilities..................................................................5
Material Contracts...........................................................7
Merger.......................................................................1
Mergerco.....................................................................1
Parent.......................................................................1
Parent Common Stock.........................................................11
Parent Financial Statements.................................................12
Parent Interim Financial Statements.........................................12
Parent Series B Preferred Stock.............................................11
Parent Series C Preferred Stock.............................................11
Parent Stock................................................................11
Parent's and Mergerco'sAncillary Documents..................................10
Per Share Merger Consideration...............................................2
Permits......................................................................7
Returns......................................................................8
SEC Documents...............................................................12
Stockholder..................................................................1
Surviving Corporation........................................................1
Target.......................................................................1
Target Leased Premises.......................................................9
Target Share.................................................................2
Target's Ancillary Documents.................................................4
Target's Interim Financial Statements........................................5
Taxes........................................................................8


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                          AGREEMENT AND PLAN OF MERGER

      THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is made as of June 17,
2005, by and among EarthShell Corporation, a Delaware corporation ("Parent"),
EarthShell Triangle, Inc., a Delaware corporation and a wholly-owned subsidiary
of Parent ("Mergerco"), ReNewable Products, Inc., a Delaware corporation
("Target"), and ReNewable Products LLC, a Delaware limited liability company and
sole stockholder of Target ("Stockholder").

                                 R E C I T A L S

      A.    Target is engaged in the business of manufacturing, marketing and
distributing biodegradable plates and bowls (the "Business").

      B.    The Board of Directors of Parent deems it advisable and in the best
interests of Parent and its stockholders for Parent to enter the Business
through the acquisition of Target.

      C.    The Board of Directors of each of Parent, Mergerco and Target has
approved, and deems it advisable and in the best interests of its respective
stockholders to consummate, Parent's acquisition of Target by means of a reverse
merger of Mergerco with and into Target, upon the terms and subject to the
conditions set forth herein;

      D.    In furtherance thereof, the respective Boards of Directors of
Mergerco and Target have approved this Agreement in accordance with the Delaware
General Corporation Law, as amended ("DGCL"); and

      E.    The parties hereto intend that the Merger (as defined herein) shall
qualify for U.S. federal income tax purposes as a reorganization within the
meaning of Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended
(together with the rules and regulations promulgated thereunder, the "Code").

                               A G R E E M E N T S

      Therefore, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

      1. The Merger.

            (a) General. Upon the terms and subject to the conditions contained
      in this Agreement, at the Effective Time (as herein defined) and in
      accordance with the DGCL, Mergerco shall be merged with and into Target
      (the "Merger"), the separate corporate existence of Mergerco shall cease
      and Target shall continue as the surviving corporation under the corporate
      name "ReNewable Products, Inc." (the "Surviving Corporation"). Mergerco
      and Target are sometimes referred to in this Agreement as the "Constituent
      Corporations".

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            (b) Effect of Merger. Immediately following the Merger, the
      Surviving Corporation shall (i) possess all rights, privileges, immunities
      and franchises, both public and private, of the Constituent Corporations,
      (ii) be vested with all property, whether real, personal or mixed, and all
      debts due on whatever account, and all other causes of action, and all and
      every other interest belonging to or due to each of the Constituent
      Corporations, and (iii) be responsible and liable for all the obligations
      and liabilities of each of the Constituent Corporations, all with the
      effect set forth in the DGCL.

            (c) Consummation of the Merger. At the Closing (as herein defined),
      the parties shall cause to be filed with the Secretary of State of the
      State of Delaware a certificate of merger and other appropriate documents
      (such certificates and other documents being hereinafter collectively
      referred to as the "Certificate of Merger") executed in accordance with
      the relevant provisions of the DGCL and shall make all other filings,
      recordings or publications required by the DGCL in connection with the
      Merger. The Merger shall become effective (i) at the time at which the
      Certificate of Merger is duly filed with the Secretary of State of the
      State of Delaware or (ii) at such other time specified in the Certificate
      of Merger (the "Effective Time").

            (d) Certificate of Incorporation. The Certificate of Incorporation
      of Target, as in effect immediately prior to the Effective Time, shall be,
      from and after the Effective Time, the Certificate of Incorporation of the
      Surviving Corporation, until thereafter altered, amended or repealed in
      accordance with applicable law.

            (e) By-Laws. The By-Laws of Target, as in effect immediately prior
      to the Effective Time, shall be, from and after the Effective Time, the
      By-Laws of the Surviving Corporation, until thereafter altered, amended or
      repealed as provided therein and in accordance with applicable law.

            (f) Directors and Officers. The directors and officers of Target in
      office immediately prior to the Effective Time shall be, from and after
      the Effective Time, the directors and officers, respectively, of the
      Surviving Corporation until the earlier of their death, resignation or
      removal or until their respective successors are duly elected or appointed
      or qualified, as the case may be.

      2. Conversion of Securities. As of the Effective Time, by virtue of the
Merger and without any action on the part of Target or Mergerco or their
respective stockholders:

            (a) Mergerco Common Stock. Each issued and outstanding share of
      capital stock of Mergerco shall be converted into and become one fully
      paid and non-assessable share of common stock, par value $0.01 per share,
      of the Surviving Corporation.

            (b) Target Common Stock. Each share of capital stock of Target (a
      "Target Share") issued and outstanding immediately prior to the Effective
      Time (other than any such shares owned by Target, which shall be
      cancelled) shall be converted into such number of fully paid and
      non-assessable shares of Series C Convertible Preferred Stock of Parent,
      par value $0.01 per share, as is equal to the quotient obtained by
      dividing 8,000,000 by the aggregate number of shares of capital stock of
      Target outstanding at the Effective Time (the "Per Share Merger
      Consideration"). From and after the Effective Time, all of the
      certificates representing the outstanding Target Shares shall be deemed to
      be no longer outstanding, not be transferable on the books of the
      Surviving Corporation, and shall represent solely the Per Share Merger
      Consideration.

                                        2
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3.    Closing.

            (a) Time and Place of Closing. The transaction contemplated by this
      Agreement shall be consummated (the "Closing") at 10:00 a.m., prevailing
      business time, at the offices of Schiff Hardin LLP, 6600 Sears Tower,
      Chicago, Illinois, 60606, within three business days of the later to occur
      of (i) the satisfaction of all conditions to closing as set forth in
      Sections 7 and 8 hereto (other than those conditions to be satisfied at
      Closing) or (ii) the delivery by Target to Parent of a written notice of
      Target's intent to effect the Merger and consummate the transactions
      contemplated by this Agreement, or on such other date, or at such other
      place, as shall be agreed upon by Target and Parent. The date on which the
      Closing shall occur in accordance with the preceding sentence is referred
      to in this Agreement as the "Closing Date."

            (b) Closing Deliveries. At the Closing, the parties shall execute
      and deliver closing certificates, good standing certificates, third party
      consents, and other documents and instruments as are reasonably required
      in order to effectuate the consummation of the transaction contemplated
      hereby, including the documents and instruments set forth on Exhibit A
      attached hereto.

      4. Representations and Warranties of Stockholder. Stockholder represents
and warrants to Parent and Mergerco that:

            (a) Corporate Organization, Qualification. Target is a corporation
      duly organized, existing and in good standing, under the laws of the State
      of Delaware. Target has all necessary corporate power and authority to
      conduct its business as its business is now being conducted. Target has
      qualified as a foreign corporation, and is in good standing, under the
      laws of all jurisdictions where the nature of its business or the nature
      or location of its assets requires such qualification, except where the
      failure to be so qualified could not reasonably be expected to,
      individually or in the aggregate, have a Material Adverse Effect on
      Target. For purposes of this Agreement, "Material Adverse Effect" means a
      material adverse effect (i) on the condition (financial or otherwise),
      business, assets, liabilities, properties or results of operations of
      Parent, Target, Mergerco or Stockholder, as applicable, taken as a whole,
      that is not a result of general changes in the economy or the industries
      in which such entities operate, or (ii) on the ability of Parent, Target,
      Mergerco or Stockholder, as applicable, to perform any obligations
      hereunder or under the transactions contemplated hereby such that the
      conditions set forth in Sections 8 or 9 would not be satisfied.

                                        3
<PAGE>


            (b) Power and Authority. This Agreement has been approved by the
      boards of directors, or managers, as applicable, of Target and Stockholder
      and, upon execution and delivery hereof, by the Stockholder as the sole
      stockholder of Target. No other action or approval is required by Target
      to authorize and approve this Agreement and the Merger, and Target has and
      will have full corporate power and authority to execute deliver and
      perform this Agreement and all documents and instruments to be executed by
      Target pursuant to this Agreement (collectively, the "Target's Ancillary
      Documents"). This Agreement ---------------------------- and Target's
      Ancillary Documents have been duly executed and delivered by duly
      authorized officers of Target. Neither the execution and delivery of this
      Agreement and Target's Ancillary Documents by Target, nor the consummation
      by Target of the transaction contemplated hereby, will conflict with or
      result in a breach of any of the terms, conditions or provisions of
      Target's Certificate of Incorporation or By laws, or of any order, writ,
      injunction, judgment or decree of any court or any governmental authority
      or of any arbitration award binding on Target. The execution, delivery and
      performance of this Agreement and the Target Ancillary Documents by the
      Target and the consummation by Target of the transactions contemplated
      thereby will not conflict with or constitute a default (or an event which
      with notice or lapse of time or both would become a default) under or give
      to others any rights of termination, amendment, acceleration or
      cancellation of, any agreement, indenture or instrument to which Target is
      a party, or result in a violation of any law, rule, regulation, order,
      judgment or decree applicable to Target or by which any property or asset
      of Target is bound or affected.

            (c) Consents. No consent, authorization, order or approval of, or
      filing or registration with, any governmental authority or other person is
      required for the execution and delivery by Target of this Agreement and
      Target's Ancillary Documents and the consummation by Target of the
      transactions contemplated by this Agreement and Target's Ancillary
      Documents.

            (d) Capitalization. The authorized capital stock of Target prior to
      the Merger consists of 1,000 shares of common stock, $0.01 par value per
      share, of which 100 shares are issued and outstanding and owned of record
      and beneficially by Stockholder. All of the issued and outstanding Target
      Shares have been validly issued, are fully-paid and non-assessable. All of
      the issued and outstanding Target Shares are free and clear of all claims,
      actions, causes of action, suits, proceedings, debts, demands or
      liabilities of any kind (collectively, "Claims"). There are no outstanding
      subscriptions, options, warrants, rights (including preemptive rights),
      calls, convertible securities or other agreements or commitments of any
      character relating to the issued or unissued capital stock or other
      securities of Target obligating Target to issue any securities of any
      kind. The issued and outstanding Target Shares were issued in compliance
      with all applicable federal and state securities laws. There are no stock
      appreciation rights, phantom stock or similar rights in existence with
      respect to Target. Target has no subsidiaries.

            (e) Constituent Documents; Directors and Officers.

                  (i) True and complete copies of the Certificate of
            Incorporation and all amendments thereto, the By-laws as amended and
            currently in force, all stock records, and all corporate minute
            books and records of Target have been furnished for inspection by
            Parent. Said stock records accurately reflect all share transactions
            and the current stock ownership of Target. The corporate minute
            books and records of Target contain true and complete copies of all
            resolutions adopted by the stockholder or the board of directors of
            Target, and any other action formally taken by Target. Target is not
            in violation of its Certificate of Incorporation or By-laws.

                                        4
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                  (ii) Section 4(e) of the Disclosure Schedule lists the
            directors and officers of Target.

            (f) Financial.

                  (i) Target's books, accounts and records are, and have been,
            maintained in Target's usual, regular and ordinary manner, in
            accordance with generally accepted accounting practices, and all
            material transactions to which Target has been a party are properly
            reflected therein.

                  (ii) Complete and accurate copies of the unaudited
            consolidated balance sheet of Target as of April 30, 2005, and the
            unaudited consolidated statement of income of the Company and the
            Subsidiaries for the four month period then ended are included in
            Section 4(f) of the Disclosure Schedule ("Target's Interim Financial
            Statements"). Target's Interim Financial Statements present
            accurately and completely the financial position of Target as of the
            respective dates thereof, and the results of operations and cash
            flows of Target for the respective periods covered thereby, in
            accordance with generally accepted accounting principles ("GAAP"),
            consistently applied, except for the omission of normal footnote
            disclosures required by GAAP and subject to customary year end
            adjustments in the ordinary course of business.

                  (iii) Target has no obligation or liability of any nature
            whatsoever (direct or indirect, matured or unmatured, absolute,
            accrued, contingent or otherwise), whether or not required by GAAP
            to be provided or reserved against on a balance sheet (all the
            foregoing herein collectively being referred to as the
            "Liabilities") that would have a Material Adverse Effect except for
            liabilities provided for or reserved against in Target's Interim
            Financial Statements or incurred in the ordinary course of business
            since the date of Target's Interim Financial Statements.

            (g) Title to Assets. Target owns or leases all tangible assets
      necessary for the conduct of its business as presently conducted, and at
      the Closing Date Target will own or lease all tangible assets necessary
      for the conduct of the business as proposed to be conducted as of the
      Closing Date. Target has good title to its assets, free and clear of any
      Claims. No unreleased mortgage, trust deed, chattel mortgage, security
      agreement, financing statement or other instrument encumbering any of
      Target's assets has been recorded, filed, executed or delivered.

                                        5
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            (h) Related Party Transactions. Except as set forth on Section 4(h)
      of the Disclosure Schedule, no Affiliate (as herein defined) of Target:
      (i) owns or leases any property or right, whether tangible or intangible,
      which is used by Target; (ii) has any claim or cause of action against
      Target; (iii) owes any money to Target or is owed money by Target; except
      future amounts owed under agreements set forth on Section 4(h) of the
      Disclosure Schedule; (iv) is a party to any contract or other arrangement,
      written or oral, with Target; or (v) provides services or resources to
      Target or is dependent on services or resources provided by Target.
      Section 4(h) of the Disclosure Schedule sets forth every business
      relationship (other than normal employment relationships) between Target,
      on the one hand, and Target's present or former officers, directors,
      employees or shareholders or members of their families (or any entity in
      which any of them has a material financial interest, directly or
      indirectly), on the other hand, and attaches copies of all written
      agreements relating to such relationships. Parent and Mergerco acknowledge
      receipt of these agreements and their acceptance of the terms of each such
      agreement. No Affiliate of Target is engaged in any business which
      competes with the Business. As used herein, "Affiliate" means any person,
      --------- association or organization that directly or indirectly, through
      one or more intermediaries, controls or is controlled by or is under
      common control with another person, association or organization, and the
      term "control" means the ------- possession, direct or indirect, of the
      power to direct or cause the direction of the management and policies of a
      person, association or organization, whether through the ownership of
      voting securities or equity interests, by contract or otherwise.

            (i) Conduct of Business. Except in connection with the
      capitalization of Target as contemplated by Section 8(e) hereof, since the
      date of Target's Interim Financial Statements, Target has not: (i) sold or
      in any way transferred or otherwise disposed of any of its assets or
      property, except for cash applied in payment of liabilities in the usual
      and ordinary course of business; (ii) suffered any casualty, damage,
      destruction or loss, or any material interruption in use, of any material
      assets or property (whether or not covered by insurance), on account of
      fire, flood, riot, strike or other hazard or act of God; (iii) made or
      suffered any material change in the conduct or nature of any aspect of its
      business; (iv) waived any right or canceled or compromised any debt or
      claim, other than in the ordinary course of business; (v) increased the
      compensation payable to any salaried employee except in the ordinary
      course of business consistent with past practices; (vi) paid, declared or
      set aside any dividend or other distribution on its securities of any
      class or purchased, exchanged or redeemed any of its securities of any
      class; (vii) made any change in accounting methods, principles or
      practices; or (viii) without limitation by the enumeration of any of the
      foregoing, except for the execution of this Agreement, entered into any
      transaction other than in the usual and ordinary course of business.

            (j) Material Adverse Changes. Since the date of Target's Interim
      Financial Statements, Target has not suffered or, to Target's knowledge
      been threatened with any material adverse change in the business,
      operations, assets, liabilities, financial condition or prospects,
      including, without limiting the generality of the foregoing, the existence
      or threat of any labor dispute, or any material adverse change in, or
      material loss of, any relationship between Target, on the one hand, and
      any of its customers, suppliers, advisors, or key employees, on the other
      hand.

                                        6
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            (k) Contracts. Except as set forth on Section 4(h) of the Disclosure
      Schedule, Target is a not party to or bound by: (i) any agreement relating
      to the incurrence of indebtedness (including sale leaseback and
      capitalized lease transactions and similar financing transactions) proving
      for payment or repayment in excess of $100,000; (ii) any "material
      contract" (as such term is defined in Item 601(b)(10) of Regulation S-K)
      or (iii) any non-competition agreement which purports to limit in any
      material respect the manner in which or the localities in which all or any
      portion of its business is or would be conducted (collectively, "Material
      Contracts"). All Material Contracts and all other contracts or instruments
      to which Target is a party or is bound are in full force and binding upon
      the parties thereto. No default by Target has occurred thereunder, Target
      has performed all of its obligations thereunder on a timely basis, and, to
      Target's knowledge, no default by the other contracting parties has
      occurred thereunder. To Target's knowledge, no event, occurrence or
      condition exists which, with the lapse of time, the giving of notice, or
      both, or the happening of any further event or condition, would become a
      default by Target thereunder. Complete and accurate copies of all Material
      Contracts (including any amendments or supplements thereto) have
      previously been made available to Parent.

            (l) Permits. Target possesses all material certificates,
      authorizations and permits issued by the appropriate federal, state or
      foreign regulatory authorities necessary to conduct its business
      ("Permits"), and Target has not received any notice of proceedings
      relating to revocation or modification of any such certificate,
      authorization or permit.

            (m) Employee Benefits.

                  (i) Section 4(m)(i) of the Disclosure Schedule lists all
            Benefit Plans that cover any employee of Target.

                  (ii) Each Benefit Plan of Target subject to the Employee
            Retirement Income Security Act of 1974, as amended ("ERISA"),
            complies in all material respects and has been administered in
            compliance in all material respects with (A) the provisions of
            ERISA; (B) all provisions of the Code, applicable to secure the
            intended tax consequences; (C) all applicable state and federal
            securities laws; and (D) all other applicable laws, rules and
            regulations.

                  (iii) "Benefit Plans" shall mean each incentive compensation,
            stock purchase, stock option, and other equity compensation plan,
            program or arrangement, each severance or termination pay, medical,
            surgical, hospitalization, life and other "welfare" plan, fund or
            program within the meaning of Section 3(1) of ERISA.

            (n) Employee Relations. Target is not involved in any labor dispute
      nor, to the knowledge of Target, is any such dispute threatened. None of
      Target's employees is a member of a union.

                                        7
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            (o) Taxes. Target has filed all Returns (as herein defined) required
      to be filed with respect to Taxes (as herein defined) and financial
      results of Target. All such Returns were correct and complete in all
      material respects. All Taxes payable by Target, whether or not shown on
      any Return, have been paid in full, and Target has fully complied with all
      applicable tax laws and agreements. The liabilities for Taxes reflected on
      the Target Interim Financial Statements are in accordance with GAAP and
      are sufficient for payment of all Taxes of Target that are accrued through
      the date of such financial statements and not yet due and payable. Target
      has and will have no accrued liability for Taxes in respect of taxable
      periods or portions thereof following the date of the Target Interim
      Financial Statements and ending on or before the Closing Date other than
      Taxes incurred in the ordinary course of business consistent with past
      practice as reflected on their Returns. Target has withheld and paid all
      Taxes or other amounts required to have been withheld and paid in
      connection with amounts paid or owing to any employee. Target has no
      subsidiaries, is not a party to any Tax allocation or Tax sharing or Tax
      indemnification agreement, has never been a member of any affiliated group
      within the meaning of Section 1504(a) of the Code, or any similar
      provision of state, local or foreign law. No claim has ever been made by
      an authority in a jurisdiction where Target does not file Returns that
      Target is or may be subject to taxation by that jurisdiction. There is no
      dispute or claim concerning any liability for Taxes of Target claimed or
      raised by any taxing authority, and, there is no pending or, to Target's
      knowledge, threatened or anticipated audits or other investigations in
      respect of Taxes of Target. During the five-year period ending on the date
      of this Agreement, Target was not a distributing corporation or a
      controlled corporation in a transaction intended to be governed by Section
      355 of the Code. The transaction contemplated herein is not subject to the
      tax withholding provisions of section 3406 of the Code, or of Subchapter A
      of Chapter 3 of the Code, or of any other provision of law. For purposes
      of this Agreement, "Taxes" (and, with correlative meanings, "Tax" and
      "Taxable") means all Federal, state, local, foreign and other net income,
      gross income, gross receipts, sales, estimated, use, ad valorem, transfer,
      franchise, profits, license, lease, service, service use, withholding,
      payroll, employment, excise, severance, stamp, occupation, premium,
      property (including personal property), windfall profits, customs, duties
      or other taxes, fees, assessments or charges of any kind whatever,
      together with any interest and any penalties, additions to tax or
      additional amounts with respect thereto, and "Returns" shall mean all
      returns, declarations, reports, statements and other documents required to
      be filed in respect of Taxes.

            (p) Litigation. There is no (i) litigation or proceeding, in law or
      in equity; (ii) proceedings or governmental investigations before any
      commission or other administrative authority; or (iii) claim made by any
      person or entity, in any case described in clauses (i), (ii) and (iii)
      above, pending, or, to Target's knowledge, threatened, against Target, its
      directors or officers, or with respect to or affecting Target's
      operations, business, products, sales practices or financial condition or
      related to the consummation of the transaction contemplated hereby.

            (q) Laws. Target is not a party to, or bound by, any decree, order
      or arbitration award (or agreement entered into in any administrative,
      judicial or arbitration proceeding with any governmental authority) with
      respect to its properties, assets, personnel or business activities.
      Target is not in material violation of, in material noncompliance with, or
      materially delinquent in respect to, any decree, order or arbitration
      award or law or statute, or regulation of or agreement with, any Federal,
      state or local governmental authority (or to which its properties, assets,
      personnel, business activities or real estate are subject or to which it,
      itself, is subject), including laws, statutes and regulations relating to
      equal employment opportunities, fair employment practices, unfair labor
      practices, terms of employment, occupational health and safety, wages and
      hours and discrimination, and zoning ordinances and building codes.

                                        8
<PAGE>


            (r) Environmental. To the knowledge of Target, Target: (i) is in
      material compliance with any and all applicable foreign, federal, state
      and local laws and regulations relating to the protection of human health
      and safety, the environment or hazardous or toxic substances or wastes,
      pollutants or contaminants ("Environmental Laws"), (ii) has received all
      permits, licenses or other approvals required of them under applicable
      Environmental Laws to conduct the Business ("Environmental Permits") and
      (iii) is in compliance with all terms and conditions of such Environmental
      Laws and Environmental Permits.

            (s) Real Estate.

                  (i) Target does not own any real property.

                  (ii) Target does not lease any real property other than the
            premises identified on Section 4(h) of the Disclosure Schedule as
            being so leased (the "Target Leased Premises"). The Target Leased
            Premises are leased to Target pursuant to a written lease, complete
            copies of which, including all amendments thereto, have been
            delivered to Parent. The lease for the Target Leased Premises is in
            full force and effect and all rentals, royalties or other payments
            accruing and due and to be paid thereunder prior to the date hereof
            have been fully paid. To Target's knowledge, no event, occurrence or
            condition exists which, with the lapse of time, the giving of
            notice, or both, or the happening of any further event or condition,
            would become a default thereunder.

            (t) Intellectual Property. Subject to the last sentence of this
      Section 4(t), Target owns or possesses adequate rights or licenses to use
      all trademarks, trade names, service marks, service mark registrations,
      service names, patents, patent rights, copyrights, inventions, licenses,
      approvals, governmental authorizations, trade secrets and rights necessary
      to conduct the Business as now conducted. Subject to the last sentence of
      this Section 4(t), Target does not have any knowledge of any infringement
      by Target of trademark, tradename rights, patents, patent rights,
      copyrights, inventions, licenses, service names, service marks, service
      mark registrations, trade secret or other similar rights of others, and to
      the knowledge of Target, there is no claim, action or proceeding being
      made or brought against, or to the knowledge of Target, threatened against
      Target regarding trademark, tradename, patents, patent rights, invention,
      copyright, license, service names, service marks, service mark
      registrations, trade secret or other infringement, and Target and its
      subsidiaries are unaware of any facts or circumstances which might give
      rise to any of the foregoing. Notwithstanding the foregoing, neither
      Target nor Stockholder makes any representation or warranty relating to
      any intellectual property or rights licensed to Target by Parent or any of
      its Affiliates.

            (u) Capital Commitments. Stockholder's investors have committed at
      least Twelve Million Dollars ($12,000,000) of capital to Stockholder. As
      of the date of this Agreement, Stockholder has received from its
      investors, and invested in Target, Six Million Dollars ($6,000,000) of
      capital. Target will receive, and will invest in Target, the balance of
      its investors' capital commitments within thirty (30) days of the date
      hereof.

                                        9
<PAGE>


      5. Representations and Warranties of Parent and Mergerco. Parent and
Mergerco jointly and severally represent and warrant to Target and Stockholder
as follows:

            (a) Corporate Organization, Qualification. Parent and Mergerco are
      each corporations duly organized, existing and in good standing, under the
      laws of the State of Delaware. Each of Parent and Mergerco has all
      necessary power and authority to conduct its business as its business is
      now being conducted. Each of Parent and Mergerco has qualified as a
      foreign corporation, and is in good standing, under the laws of all
      jurisdictions where the nature of the Business or the nature or location
      of its assets requires such qualification, except where the failure to be
      so qualified could not reasonably be expected to, individually or in the
      aggregate, have a Material Adverse Effect on Parent. Except as set forth
      in the SEC Documents, Parent neither owns nor controls, directly or
      indirectly, any interest in any corporation, limited liability company,
      partnership or other entity.

            (b) Power and Authority. This Agreement has been approved by
      Parent's and Mergerco's board of directors and by Parent as sole
      stockholder of Mergerco. No other action or approval, including approval
      by Parent's stockholders, is required by Parent to authorize and approve
      this Agreement and the Merger, and each of Parent and Mergerco has and
      will have full corporate power and authority to execute deliver and
      perform this Agreement and all documents and instruments to be executed by
      Parent or Mergerco pursuant to this Agreement (collectively, the "Parent's
      and Mergerco's Ancillary Documents"). This Agreement and Parent's and
      Mergerco's Ancillary Documents have been duly executed and delivered by
      duly authorized officers of Parent or Mergerco, as applicable. Neither the
      execution and delivery of this Agreement and Parent's and Mergerco's
      Ancillary Documents by Parent and Mergerco, respectively, nor the
      consummation by Parent and Mergerco of the transaction contemplated
      hereby, will conflict with or result in a breach of any of the terms,
      conditions or provisions of Parent's or Mergerco's Certificate of
      Incorporation or By laws, or of any order, writ, injunction, judgment or
      decree of any court or any governmental authority or of any arbitration
      award binding on Parent or Mergerco. The execution, delivery and
      performance of this Agreement and Parent's or Mergerco's Ancillary
      Documents by Parent and Mergerco and the consummation by Parent and
      Mergerco of the transactions contemplated thereby will not conflict with
      or constitute a default (or an event which with notice or lapse of time or
      both would become a default) under or give to others any rights of
      termination, amendment, acceleration or cancellation of, any agreement,
      indenture or instrument to which Parent or any of its subsidiaries is a
      party, or result in a violation of any law, rule, regulation, order,
      judgment or decree (including federal and state securities laws and
      regulations of The National Association of Securities Dealers Inc.'s OTC
      Bulletin Board on which the Parent Common Stock is quoted) applicable to
      Parent or any of its subsidiaries or by which any property or asset of
      Parent or Mergerco is bound or affected.

                                        10
<PAGE>


            (c) Consents. No consent, authorization, order or approval of, or
      filing or registration with, any governmental authority or other person is
      required for the execution and delivery by Parent or Mergerco of this
      Agreement and Parent's and Mergerco's Ancillary Documents and the
      consummation by Parent and Mergerco of the transaction contemplated by
      this Agreement and Parent's and Mergerco's Ancillary Documents.

            (d) Capitalization. The authorized capital stock of Parent consists
      of (i) 40,000,000 shares of common stock, $0.01 par value per share
      ("Parent Common Stock"), of which 18,234,615 shares are issued and
      outstanding, and (ii) 10,000,000 shares of Preferred Stock, of which 100
      shares are designated Series B Convertible Preferred Stock (the "Parent
      Series B Preferred Stock") and 8,000,000 shares will, upon filing of the
      Certificate of Designation attached hereto as Exhibit G (the "Certificate
      of Designation"), be designated Series C Convertible Preferred Stock (the
      "Parent Series C Preferred Stock"). One hundred shares of Parent Series B
      Preferred Stock and no shares of Parent Series C Preferred Stock are
      issued and outstanding. The Parent Common Stock, Parent Series B Preferred
      Stock and Parent Series C Preferred Stock shall be referred to
      collectively herein as the "Parent Stock". All of the issued and
      outstanding shares of Parent Stock (or shares which will be issued and
      outstanding as of the Effective Time) have been validly issued, are
      fully-paid and non-assessable. Section 5(d) of the Disclosure Schedule
      sets forth a complete and accurate list (including the number of shares of
      Parent Stock issuable thereunder) of all outstanding oral or written
      subscriptions, options, warrants, rights (including preemptive rights),
      calls, convertible securities or other agreements or commitments of any
      character relating to the issued or unissued capital stock or other
      securities of Parent obligating Parent to issue any securities of any
      kind, including Parent Stock. The issued and outstanding shares of Parent
      Common Stock were issued in compliance with all applicable federal and
      state securities laws. Except as set forth on Section 5(d) of the
      Disclosure Schedule, there are no stock appreciation rights, phantom stock
      or similar rights in existence with respect to Parent. Except as set forth
      on Section 5(d) of the Disclosure Schedule, (x) there are no outstanding
      debt securities of Parent, (y) there are no agreements or arrangements
      under which Parent is obligated to register for sale any of their
      securities under the Securities Act, and (z) there are no outstanding
      registration statements and there are no outstanding comment letters from
      the Securities Exchange Commission or other regulatory agency. Section
      5(d) of the Disclosure Schedule sets forth a complete and accurate list of
      any (1) written or oral agreement, security or instrument containing
      anti-dilution or similar provisions or rights that prohibit the issuance
      of Parent Common Stock (or securities convertible or exchangeable into
      Parent Common Stock) or that prohibit such issuances at less than a
      certain price or that result in the right to receive additional shares of
      Parent Common Stock as a result of such issuances and (2) such agreements,
      securities or instruments that have resulted, or upon consummation of the
      transactions contemplated by this Agreement will result, in an increase in
      the number of outstanding securities of Parent pursuant to such
      provisions, and sets forth any increases in the outstanding securities of
      Parent that have or will result therefrom.

                                        11
<PAGE>


            (e) Constituent Documents. True and complete copies of the
      Certificates of Incorporation and all amendments thereto, the By-laws as
      amended and currently in force, all stock records, and all corporate
      minute books and records of Parent and Mergerco have been furnished for
      inspection by Target. Said records of Parent Stock (or securities
      convertible or exchangeable into Parent Stock) and Mergerco accurately
      reflect all share transactions and the current ownership of Parent Stock
      (or securities convertible or exchangeable into Parent Stock) and
      Mergerco. The corporate minute books and records of Parent and Mergerco
      contain true and complete copies of all resolutions adopted by the
      stockholder or the board of directors of Parent, and any other action
      formally taken by Parent.

            (f) SEC Reports and Financial.

                  (i) Except as set forth on Schedule 5(f) of the Disclosure
            Schedule, since January 1, 2002, Parent has timely filed, all
            reports, schedules, forms, statements and other documents required
            to be filed by it with the SEC under Securities Exchange Act of
            1934, as amended (the "Exchange Act")(all such documents to be
            referred to collectively as "SEC Documents").

                  (ii) As of their respective dates, the SEC Documents did not
            contain any untrue statement of material fact or omit to state a
            material fact required to be stated therein necessary to make the
            statements made therein, in light of the circumstances under which
            they were made.

                  (iii) Parent's books, accounts and records are, and have been,
            maintained in Parent's usual, regular and ordinary manner, in
            accordance with generally accepted accounting practices, and all
            material transactions to which Parent has been a party are properly
            reflected therein.

                  (iv) Complete and accurate copies of the audited consolidated
            balance sheet and statement of income, retained earnings, and cash
            flows, and notes to financial statements (together with any
            supplementary information thereto) of Parent, all as of and for the
            year ended December 31, 2004, are included in the SEC Documents (the
            "Parent Financial Statements"). Complete and accurate copies of the
            unaudited consolidated balance sheet of Parent as of March 31, 2005,
            and the unaudited consolidated statement of income of the Company
            and the Subsidiaries for the three month period then ended have also
            been provided to Target (the "Parent Interim Financial Statements").
            The Parent Financial Statements and Parent Interim Financial
            Statements, have been prepared from, and are in accordance with, the
            books and records of Parent and its consolidated subsidiaries, have
            been prepared in accordance with GAAP, consistently applied during
            the period involved (except as may be stated in the notes thereto)
            and fairly present in all material respects the consolidated
            financial position and the consolidated results of operations and
            cash flows (and changes in financial position, if any) of Parent and
            its consolidated subsidiaries as of the times and for the periods
            referred to therein.

                  (v) Parent has no Liabilities that would have a Material
            Adverse Effect except for liabilities provided for or reserved
            against in the Parent Interim Financial Statements.

                                        12
<PAGE>


            (g) Litigation. Except as set forth on Section 5(g) of the
      Disclosure Schedule or as disclosed in the SEC Documents, there is no (i)
      litigation or proceeding, in law or in equity; (ii) proceedings or
      governmental investigations before any commission or other administrative
      authority; or (iii) claim made by any person or entity, in any case
      described in clauses (i), (ii) and (iii) above, pending, or, to Parent's
      knowledge, threatened, against Parent, Parent's directors or officers, or
      with respect to or affecting Parent's operations, business, products,
      sales practices or financial condition or related to the consummation of
      the transaction contemplated hereby.

            (h) Contracts. Except as set forth in Section 5(h) of the Disclosure
      Schedule, or as disclosed in the SEC Documents, Parent is a not party to
      or bound by any Material Contract. All Material Contracts and all other
      contracts or instruments to which Parent is a party or is bound are in
      full force and binding upon the parties thereto. No default by Parent has
      occurred thereunder, Parent has performed all of its obligations
      thereunder on a timely basis, and, to Parent's knowledge, no default by
      the other contracting parties has occurred thereunder. To Parent's
      knowledge, no event, occurrence or condition exists which, with the lapse
      of time, the giving of notice, or both, or the happening of any further
      event or condition, would become a default by Parent thereunder. Complete
      and accurate copies of all Material Contracts (including any amendments or
      supplements thereto) have previously been delivered to Target. Parent is
      not a party to or otherwise bound by any registration rights or similar
      agreements that would conflict with or otherwise affect, limit or cut-back
      the terms and rights granted to Stockholder under the Registration Rights
      Agreement to be entered into as of the Effective Time by Stockholder and
      Parent.

            (i) Intellectual Property. Parent owns or possesses adequate rights
      or licenses to use all trademarks, trade names, service marks, service
      mark registrations, service names, patents, patent rights, copyrights,
      inventions, licenses, approvals, governmental authorizations, trade
      secrets and rights necessary to conduct their respective businesses as now
      conducted. Parent does not have any knowledge of any infringement by
      Parent of trademark, tradename rights, patents, patent rights, copyrights,
      inventions, licenses, service names, service marks, service mark
      registrations, trade secret or other similar rights of others, and to the
      knowledge of Parent, there is no claim, action or proceeding being made or
      brought against, or to the knowledge of Parent, threatened against Parent
      regarding trademark, tradename, patents, patent rights, invention,
      copyright, license, service names, service marks, service mark
      registrations, trade secret or other infringement, and Parent is unaware
      of any facts or circumstances which might give rise to any of the
      foregoing.

            (j) Environmental. To the knowledge of Parent, Parent (i) is in
      material compliance with any and all Environmental Laws (ii) has received
      all Environmental Permits and (iii) is in compliance with all terms and
      conditions of such Environmental Laws and Environmental Permits.

            (k) Employee Benefits. Except as set forth on Section 5(k) of the
      Disclosure Schedule, all Benefit Plans that cover any employee of Parent
      have been fully disclosed in the SEC Documents. Each Benefit Plan of
      Parent subject to ERISA complies in all material respects and has been
      administered in compliance in all material respects with (A) the
      provisions of ERISA (B) all provisions of the Code, applicable to secure
      the intended tax consequences (C) all applicable state and federal
      securities laws and (D) all other applicable laws, rules and regulations.

                                        13
<PAGE>


            (l) Laws. Parent is not a party to, or bound by, any decree, order
      or arbitration award (or agreement entered into in any administrative,
      judicial or arbitration proceeding with any governmental authority) with
      respect to its properties, assets, personnel or business activities.
      Parent is not in material violation of, in material noncompliance with, or
      materially delinquent in respect to, any decree, order or arbitration
      award or law or statute, or regulation of or agreement with, any Federal,
      state or local governmental authority (or to which its properties, assets,
      personnel, business activities or real estate are subject or to which it,
      itself, is subject), including laws, statutes and regulations relating to
      equal employment opportunities, fair employment practices, unfair labor
      practices, terms of employment, occupational health and safety, wages and
      hours and discrimination, zoning ordinances and building codes and food
      and drug safety.

            (m) Conduct of Business. Except as set forth on Section 5(m) of the
      Disclosure Schedule, since the date of Parent's Interim Financial
      Statements, Parent has not (i) sold or in any way transferred or otherwise
      disposed of any of its assets or property, except for cash applied in
      payment of liabilities in the usual and ordinary course of business; (ii)
      suffered any casualty, damage, destruction or loss, or any material
      interruption in use, of any material assets or property (whether or not
      covered by insurance), on account of fire, flood, riot, strike or other
      hazard or act of God; (iii) made or suffered any material change in the
      conduct or nature of any aspect of its business; (iv) waived any right or
      canceled or compromised any debt or claim, other than in the ordinary
      course of business; (v) made (or committed to make) capital expenditures
      in an amount which exceeds $50,000 for any item or $250,000 in the
      aggregate; (vi) increased the compensation payable to any salaried
      employee except in the ordinary course of business consistent with past
      practices; (vii) hired or terminated any employee who has an annual salary
      in excess of $50,000; (viii) borrowed any money or issued any bonds,
      debentures, notes or other corporate securities evidencing money borrowed;
      (ix) paid, declared or set aside any dividend or other distribution on its
      securities of any class or purchased, exchanged or redeemed any of its
      securities of any class; (x) made any change in accounting methods,
      principles or practices; (xi) purchased any asset (whether or not in the
      ordinary course of business) for a cost in excess of $50,000; or (xii)
      without limitation by the enumeration of any of the foregoing, except for
      the execution of this Agreement, entered into any transaction other than
      in the usual and ordinary course of business.

            (n) Title to Assets. Parent owns or leases all tangible assets
      necessary for the conduct of its business as presently conducted and as
      proposed to be conducted as of the Closing Date. Parent has good title to
      its assets, free and clear of any Claims, except as set forth on Section
      5(n) of the Disclosure Schedule. No unreleased mortgage, trust deed,
      chattel mortgage, security agreement, financing statement or other
      instrument encumbering any of Parent's assets has been recorded, filed,
      executed or delivered.

                                        14
<PAGE>


            (o) Related Party Transactions. Except as set forth on Section 5(o)
      of the Disclosure Schedule or as disclosed in the SEC Documents, no
      Affiliate of Parent: (i) owns any property or right, whether tangible or
      intangible, which is used by Parent, (ii) has any claim or cause of action
      against Parent; (iii) owes any money to Parent or is owed money by Parent;
      (iv) is a party to any contract or other arrangement, written or oral,
      with Parent; or (v) provides services or resources to Parent or is
      dependent on services or resources provided by Parent. Section 5(o) of the
      Disclosure Schedule sets forth every business relationship (other than
      normal employment relationships) between Parent, on the one hand, and
      Parent's (or any subsidiary of Parent's) present or former officers,
      directors, employees or shareholders or members of their families (or any
      entity in which any of them has a material financial interest, directly or
      indirectly), on the other hand, including any agreement or arrangement
      between Parent and E. Khashoggi Industries LLC ("EKI") and Affiliates of
      EKI.

            (p) Permits. Parent possess all material certificates,
      authorizations and permits issued by the appropriate federal, state or
      foreign regulatory authorities necessary to conduct their respective
      businesses and Parent has not received any notice of proceedings relating
      to revocation or modification of any such certificate, authorization or
      permit.

            (q) Material Adverse Changes. Since December 31, 2004, Parent has
      not suffered or, to Parent's knowledge, been threatened with any material
      adverse change in the business, operations, assets, liabilities, financial
      condition or prospects, including, without limiting the generality of the
      foregoing, the existence or threat of any labor dispute, or any material
      adverse change in, or material loss of, any relationship between Parent,
      on the one hand, and any of its (or its licensee's) customers, suppliers,
      licensors, licensees, advisors, or key employees, on the other hand.

            (r) Taxes. Except as set forth in the SEC Documents or as set forth
      on Section 5(r) of the Disclosure Schedule, Parent has filed all Returns
      required to be filed with respect to Taxes and financial results of
      Parent. All such Returns were correct and complete in all material
      respects. All Taxes payable by Parent, whether or not shown on any Return,
      have been paid in full, and Parent has fully complied with all applicable
      tax laws and agreements. No claim has ever been made by an authority in a
      jurisdiction where Parent does not file Returns that Parent is or may be
      subject to taxation by that jurisdiction. Parent has withheld and paid all
      Taxes or other amounts required to have been withheld and paid in
      connection with amounts paid or owing to any employee. There is no dispute
      or claim concerning any liability for Taxes of Parent claimed or raised by
      any taxing authority, and, there is no pending or, to Parent's knowledge,
      threatened or anticipated audits or other investigations in respect of
      Taxes of Parent. The transaction contemplated herein is not subject to the
      tax withholding provisions of section 3406 of the Code, or of Subchapter A
      of Chapter 3 of the Code, or of any other provision of law. As of December
      31, 2003, Parent's consolidated net operating loss carryforward for U.S.
      income tax purposes and for each state to which Parent is obligated to
      file tax returns is set forth in Section 5(r) of the Disclosure Schedule.
      Since such date, there has been no material reduction to such net
      operating loss carry forwards. The transactions contemplated by this
      Agreement will not result in any reduction in Parent's consolidated
      Federal net operating loss carryover under Code section 382 or under any
      applicable state income tax law.

                                        15
<PAGE>


            (s) Employee Relations. Parent is not involved in any labor dispute
      nor, to the knowledge of Parent, is any such dispute threatened. None of
      Parent's employees is a member of a union.

      6. Conduct Prior to the Closing. Between the date hereof and the Closing
Date:

            (a) Access. Each party to this Agreement shall and shall cause (as
      applicable) its subsidiaries to give to the officers, employees, agents,
      attorneys, consultants, accountants and lenders of the other parties
      hereto reasonable access during normal business hours to all of the
      properties, books, contracts, documents, records and personnel of each
      such party and shall furnish to the other parties hereto and such persons
      as such other parties shall designate such information as such persons may
      at any time and from time to time reasonably request in order to permit
      each such party to complete its respective due diligence investigation
      pertaining to the transactions contemplated by this Agreement. All such
      information shall be subject to the confidentiality provisions set forth
      in Section 12 hereof.

            (b) Provision of Information by Parent to Target. In addition to the
      covenants set forth in Section 6(a) above, Parent shall also provide to
      Target:

                  (i) All financial information pertaining to Parent as is
            provided to the Board of Directors and other members of management
            of Parent, including monthly financial reports, budgets, and
            financial projections; and

                  (ii) Any information regarding EKI and the financial, business
            and other agreements and arrangements in place by and between Parent
            and EKI, or its Affiliates, as Target may request.

            (c) Consents. Each party hereto shall use its best efforts and make
      every good faith attempt and shall cooperate with each other to obtain all
      consents to the consummation of the transaction contemplated hereby under
      or with respect to, any contract, lease, agreement, purchase order, sales
      order or other instrument, or Permit, where the consummation of the
      transaction contemplated hereby would be prohibited or constitute an event
      of default, or grounds for acceleration or termination, in the absence of
      such consent (the "Consents").

                                        16
<PAGE>


            (d) Conduct of Business. Each party hereto shall carry on its
      business in the usual and ordinary course, consistent with past practices
      and shall use its best efforts to preserve its business and the goodwill
      of its customers, suppliers and others with which each such party has
      business relations and to retain its business organizational capability.
      Without limiting the foregoing, without the prior written consent of the
      other parties hereto, and without limiting the generality of any other
      provision of this Agreement, no party hereto shall: (i) amend its
      Certificate of Incorporation or By-laws (except, in the case of Parent, in
      connection with the Certificate of Designation and the decrease or
      increase in the number of directors); (ii) make any change in its
      authorized shares of stock, (iii) issue any shares of stock of any class,
      or issue or become a party to any subscriptions, warrants, rights,
      options, convertible securities or other agreements or commitments of any
      character relating to the issued or unissued capital stock of any party
      hereto or any subsidiary thereof, or to other equity securities of any
      such party, or grant any stock appreciation or similar rights, except, in
      the case of Parent, upon the exercise or conversion of options, warrants
      or other convertible securities outstanding as of the date hereof; (iv)
      make distributions of any kind to EKI other than those expressly disclosed
      to Target prior to the Closing; (v) incur, assume or guarantee any
      long-term or short-term indebtedness; (vi) directly or indirectly, enter
      into, assume or amend any contract, agreement, obligation, lease, license
      or commitment other than in the usual and ordinary course of business in
      accordance with past practices; (vii) make any change to its accounting
      methods or principles, or make any Tax elections; and (viii) pay, declare,
      accrue or set aside any dividends or any other distributions, in cash,
      property or otherwise, on its securities of any class or purchase,
      exchange or redeem any of its securities of any class. Notwithstanding the
      foregoing, nothing in this Section 6(d) shall prohibit (A) Target from
      taking such action and entering into such agreements and other
      transactions, including incurring indebtedness, as are necessary or
      advisable in connection with the fit-up of the Lebanon facility, the
      acquisition of 16 plate making machines and the commercial operation of
      such machines and the sale of products, or negotiating, finalizing and
      entering into employment agreements with certain key employees of Target,
      which may include the terms set forth on Section 6(d)(A) of the Disclosure
      Schedule or (B) Parent from (x) issuing additional shares of Parent Common
      Stock to Cornell Capital Partners, LP pursuant to the Standby Equity
      Distribution Agreement dated as of March 23, 2005 between Parent and
      Cornell Capital Partners, LP, as in effect on the date of this Agreement,
      or (y) issuing additional shares of Parent Common Stock to Defined
      Portfolio Management, LLC in a "PIPE" transaction having the following
      terms: (1) Parent may issue up to 4,000,000 shares of Parent Common Stock
      at $4.00 per share or the then market price, but in no event less than
      $3.00 per share; (2) in connection with such issuance, Parent may issue a
      warrant exercisable for not more than three years for up to 500,000 shares
      of Parent Common Stock at an exercise price of at least $5.00 per share;
      (3) the proceeds of any such transaction shall be used to discharge
      indebtedness of Target (including indebtedness that is convertible into
      Parent Common Stock) or to redeem other securities of Parent that are
      convertible into Parent Common Stock; (4) such PIPE transaction shall not
      contain any terms or conditions requiring the consent of Defined Portfolio
      Management, LLC or any other party to the transactions contemplated by
      this Agreement; and (5) any such PIPE transaction shall not be reasonably
      likely to interfere with the consummation of the transactions contemplated
      by this Agreement. Parent shall provide Stockholder with copies of all
      documentation relating to any proposed PIPE transaction at least fifteen
      (15) days prior to entering into any definitive agreements regarding such
      transaction.

            (e) No Intentional Acts. No party shall intentionally perform any
      act which, if performed, or omit to perform any act which, if omitted to
      be performed, would prevent or excuse the performance of this Agreement by
      any party hereto or which would result in any representation or warranty
      herein contained of said party being untrue in any material respect as if
      originally made on and as of the Closing Date.

                                        17
<PAGE>


            (f) Certificate of Designation. Parent will file the Certificate of
      Designation with the Secretary of State of the State of Delaware.

      7. Conditions to Target's Obligations. The obligation of Target to close
the transactions contemplated hereby is subject to the satisfaction or waiver of
all of the following conditions on or prior to the Closing Date:

            (a) Each and every representation and warranty made by Parent and
      Mergerco shall have been true and correct in all material respects when
      made and shall be true and correct in all material respects as if
      originally made on and as of the Closing Date, except for changes
      resulting from actions permitted under Section 6 hereof or as agreed to by
      Stockholder.

            (b) All obligations of Parent and Mergerco to be performed hereunder
      through, and including on, the Closing Date (including all obligations
      which Parent and would be required to perform at the Closing if the
      transaction contemplated hereby was consummated) shall have been
      performed.

            (c) No suit, proceeding or investigation shall have been commenced
      or threatened by any governmental authority or private person on any
      grounds to restrain, enjoin or hinder, or to seek material damages on
      account of, the consummation of the transaction contemplated hereby.

            (d) Parent shall have delivered to Target the written opinion of
      Gibson Dunn & Crutcher LLP, counsel for Parent, dated as of the Closing
      Date, in substantially the form of Exhibit B attached hereto.

            (e) All of the Consents listed on Exhibit C shall have been obtained
      and delivered to Target.

      8. Conditions to Parent's Obligations. The obligation of Parent and
Mergerco to close the transaction contemplated hereby is subject to the
fulfillment of all of the following conditions on or prior to the Closing Date:

            (a) Each and every representation and warranty made by Stockholder
      shall have been true and correct in all material respects when made and
      shall be true and correct in all material respects as if originally made
      on and as of the Closing Date except for changes resulting from actions
      permitted under Section 6 hereof or as agreed to by Parent.

            (b) All obligations of Target to be performed hereunder through, and
      including on, the Closing Date (including all obligations which Target
      would be required to perform at the Closing if the transaction
      contemplated hereby was consummated) shall have been performed.

            (c) All of the Consents listed on Exhibit D shall have been obtained
      and delivered to Parent.

                                        18
<PAGE>


            (d) No suit, proceeding or investigation shall have been commenced
      or threatened by any governmental authority or private person on any
      grounds to restrain, enjoin or hinder, or to seek material damages on
      account of, the consummation of the transaction contemplated hereby.

            (e) Target shall have provided evidence of (i) its payment under
      Purchase Order Number CE-00001, which provides Target with 16 ATW/DTE
      Modules installed and operational with full support equipment including
      but not limited to mixing equipment to support at least 16 Modules,
      conveyors and stackers for at least 9" plates and 12 oz bowls; (ii)
      installed electrical, air and water systems in the Lebanon, Missouri
      facility for operational support of such machines; (iii) financing in an
      amount equal to $1,000,000 plus or minus any amount due or owed under the
      Purchase Order for start-up costs, closing costs, initial operating losses
      and working capital, plus amounts available under one or more credit
      facilities, if needed, to provide additional funding to support ongoing
      working capital needs; and (iv) compliance with Section 4(u) hereof.
      Target shall also provide (A) confirmation that (1) the 16 plate making
      machines have passed such completion tests as are set forth in the
      Purchase Order and (2) royalties have been accrued or paid to Parent
      pursuant to the Sublicense Agreement by and between Parent and Target, and
      (B) a pro forma balance sheet as of the Closing demonstrating that
      Target's equity and debt financing are adequate to operate the 16 modules
      without additional funding being required from Parent.

            (f) Target shall have delivered to Parent the written opinion of
      Schiff Hardin LLP, counsel to Target, dated as of the Closing Date, in
      substantially the form of Exhibit E attached hereto.

            (g) To the extent the directors and officers of Target shall no
      longer be the persons identified on Section 4(e) of the Disclosure
      Schedule, such successor directors and officers shall be reasonably
      acceptable to Parent.

      9. Right to Terminate. Anything to the contrary herein notwithstanding,
this Agreement and the transaction contemplated hereby may be terminated at any
time prior to the Closing by prompt notice given in accordance with Section
15(b):

      (a) By mutual consent;

      (b) by Target at any time prior to the Closing for any reason; and

      (c) by either Target or Parent if the Closing shall not have occurred at
or before 11:59 p.m., on March 31, 2006; provided, however, that the right to
terminate this Agreement under this Section 9(c) shall not be available to any
party whose failure to fulfill any material obligation under this Agreement has
been the cause of or resulted in the failure of the Closing to occur on or prior
to the aforesaid date.

      10. Remedies. In the event of a breach of this Agreement before Closing,
the non-breaching party shall not be limited to the remedy of termination of
this Agreement, but shall be entitled to pursue all available legal and
equitable rights and remedies, and shall be entitled to recover all of its
reasonable costs and expenses incurred in pursuing them (including reasonable
attorneys' fees).

                                        19
<PAGE>


      11. Post Closing Agreements. From and after the Closing:

            (a) Further Assurances. The parties shall execute such further
      documents, and perform such further acts, as may be necessary to
      consummate the transactions contemplated hereby, on the terms herein
      contained, and to otherwise comply with the terms of this Agreement. In
      furtherance of the foregoing, if, at any time after the Effective Time,
      the Surviving Corporation shall consider or be advised that any deeds,
      bills of sale, assignments or assurances or any other acts or things are
      reasonably necessary, desirable or proper (i) to vest, perfect or confirm,
      of record or otherwise, in the Surviving Corporation its right, title and
      interest in, to or under any of the rights, privileges, powers, permits,
      licenses, franchises, properties or assets of either of Parent or Target,
      or (ii) otherwise to carry out the purposes of this Agreement, the
      Surviving Corporation and its proper officers and directors or their
      designees shall be authorized to execute and deliver, in the name and on
      behalf of either Parent or Target, all such deeds, bills of sale,
      assignments and assurances and do, in the name and on behalf of such
      corporations, all such other acts and things as may be necessary,
      desirable or proper to vest, perfect or confirm the Surviving
      Corporation's right, title and interest in, to and under any of the
      rights, privileges, powers, permits, franchises, properties or assets of
      such corporations and otherwise to carry out the purposes of this
      Agreement.

            (b) Management of Surviving Corporation. Surviving Corporation shall
      operate as an independent subsidiary of Parent, operating as an
      independent licensee of Parent subject to the terms and conditions of the
      Sublicense Agreement between Parent and Target, but shall report to the
      Board of Directors of Parent for budgetary and strategic approval.

            (c) Net Operating Losses. Following the Closing, Parent will make
      commercially reasonable efforts not to take any action that will result in
      a change of control that will trigger the limitations set forth in Section
      382 of the Code.

                                        20
<PAGE>


      12. Disclosure of Confidential Information.

            (a) Obligation to Maintain Confidentiality. Parent, Mergerco, Target
      and Stockholder each agree that for the longest period permitted by law
      following the date of this Agreement, such party shall, and shall cause
      such party's Affiliates to, maintain all Confidential Information of the
      other parties in confidence and shall not disclose any such Confidential
      Information to anyone outside of the parties hereto, and such party shall,
      and shall cause such party's Affiliates to, not use any Confidential
      Information for its own benefit or the benefit of any third party. Nothing
      in this Agreement, however, shall prohibit such party from using or
      disclosing Confidential Information to the extent required by law. If such
      party is required by applicable law to disclose any Confidential
      Information, such party shall (1) provide the applicable party hereto with
      prompt notice before such disclosure in order that such party may attempt
      to obtain a protective order or other assurance that confidential
      treatment will be accorded such information and (2) cooperate with the
      applicable party hereto in attempting to obtain such order or assurance.
      "Confidential Information" means -------------------------- information
      regarding Parent, its subsidiaries, Target, Stockholder or the Business to
      the extent it is Confidential, including the following: (1) information
      regarding Parent's or Target's or the Business' operations, assets,
      liabilities or financial condition; (2) information regarding Parent's,
      Target's or the Business' pricing, sales, merchandising, marketing,
      capital expenditures, costs, joint ventures, business alliances,
      purchasing or manufacturing; (3) information regarding Parent's, Target's
      or the Business' other employees or sales representatives, including their
      identities, responsibilities, competence and compensation; (4) customer
      lists or other information regarding Parent's, Target's or the Business'
      current or prospective customers, including information regarding their
      identities, contact persons and purchasing patterns; (5) information
      regarding Parent's, Target's or the Business" current or prospective
      vendors, suppliers, distributors or other business partners; (6)
      forecasts, projections, budgets and business plans regarding Parent,
      Target or the Business; (7) information regarding Parent's, Target's or
      the Business' planned or pending acquisitions, divestitures or other
      business combinations; (8) Parent's, Target's or the Business' trade
      secrets and proprietary information; (9) technical information, patent
      disclosures and applications, copyright, applications, sketches, drawings,
      blueprints, models, know-how, discoveries, inventions, improvements,
      techniques, processes, business methods, equipment, algorithms, software
      programs, software source documents and formulae, in each case regarding
      Parent's, Target's or the Business' current, future or proposed products
      or services (including information concerning Target's research,
      experiment work, development, design details and specifications, and
      engineering); and (10) Parent's, Target's or the Business' website
      designs, website content, proposed domain names, and data bases.
      "Confidential" means not generally available to the public. Information
      shall not be considered to be generally available to the public if it is
      made public in violation of this Agreement or by a third party who has no
      lawful right to disclose the information or who does so in violation of
      any contractual, legal or fiduciary obligation to Target.

            (b) Injunctive Relief. Parent, Mergerco, Target and Stockholder each
      specifically recognizes that any breach of Section 12 hereof will cause
      irreparable injury to the other parties and that actual damages may be
      difficult to ascertain, and in any event, may be inadequate. Accordingly
      (and without limiting the availability of legal or equitable, including
      injunctive, remedies under any other provisions of this Agreement), the
      parties agree that in the event of any such breach, the party alleging
      damage by such breach shall be entitled to seek injunctive relief in
      addition to such other legal and equitable remedies that may be available.
      Parent, Mergerco, Target and Stockholder each recognize that the
      territorial, time and scope limitations in Section 12 hereof are
      reasonable and properly required for the protection of Parent, Mergerco,
      Target and Stockholder and in the event that any of such limitation or the
      absence of such time limitation, is deemed to be unreasonable by a court
      of competent jurisdiction, each such party agrees and submits to the
      imposition of such a limitation as said court shall deem reasonable.

                                        21
<PAGE>


      13. Indemnification Obligations of Parent. From and after the Closing,
Parent shall defend, indemnify, save and keep harmless Stockholder and its
officers, directors, shareholders, managers, members, successors and permitted
assigns against and from all Damages (as herein defined) sustained or incurred
by any of them resulting from or arising out of or by virtue of: (a) any
inaccuracy in or breach of any representation and warranty made by Parent or
Mergerco in this Agreement or in any closing document delivered to Target or
Stockholder in connection with this Agreement, for as long as such
representation and warranty survives; or (b) any breach by Parent or failure by
Parent to comply with, any of its covenants or obligations under this Agreement.
As used in this Agreement, the term "Damages" shall mean all liabilities,
demands, claims, actions or causes of action, regulatory, legislative or
judicial proceedings or investigations, assessments, levies, losses, fines,
penalties, damages, costs and expenses, including reasonable attorneys',
accountants', investigators', and experts' fees and expenses, sustained or
incurred in connection with the defense or investigation of any claim.

      14. Indemnification Obligations of Stockholder. From and after the
Closing, Stockholder shall defend, indemnify, save and keep harmless Parent from
all Damages sustained or incurred by Parent resulting from or arising out of or
by virtue of: (a) any inaccuracy in or breach of any representation and warranty
made by Stockholder in this Agreement or in any closing document delivered to
Parent by Stockholder in connection with this Agreement, for as long as such
representation and warranty survives; or (b) any breach by Target of, or failure
by Target to comply with, any of its covenants or obligations under this
Agreement. For a period of two (2) years following the Closing, prior to making
any distribution of shares of Series C Convertible Preferred Stock of Parent or
Parent Common Stock to any of its members (other than a distribution in exchange
for fair consideration), Stockholder shall obtain such member's agreement to
assume a pro rata share of Stockholder's indemnification obligations under the
preceding sentence, based on the number of shares distributed to such member.

      15. Arbitration. In the event that following the Closing there is any
dispute with respect to any claim made by a party seeking indemnification
hereunder, the parties shall negotiate in good faith to resolve such dispute
within fifteen (15) days of notice thereof. In the event that the parties cannot
settle such dispute within such time, either party may submit such dispute to
binding arbitration by notifying the other party, in writing, of such
submission. Each party shall have the right to be represented by counsel and
shall have the right to discovery to the full extent permitted by the rules
governing civil litigation in the state of Delaware. Such party submitting a
dispute for binding arbitration shall submit a demand which shall set forth a
statement of the nature of the dispute, the amount involved and the remedies
sought. The arbitration shall be conducted by JAMS/Endispute in either Chicago,
Illinois or New York, New York, under the arbitration rules and procedures of
JAMS/Endispute, and any judgment on the award rendered by the arbitrator(s)
shall be final and binding may be entered in any court having jurisdiction
thereof. Any such arbitration shall be conducted by a panel of three (3) neutral
and impartial arbitrators, as selected and administered by JAMS/Endispute. The
arbitrators designated hereunder shall not now or in the three years preceding
such arbitration, be an employee, consultant, officer, director or shareholder
of any party or have now or in the three (3) years preceding such arbitration,
have any business relationship with any party. Within ten (10) calendar days
after the arbitrators are appointed, the arbitrators shall schedule the
arbitration for a hearing to commence on a the earliest mutually convenient
date, but not later than fifteen (15) days after the time the hearing is
scheduled. The hearing shall commence reasonably promptly after the arbitrator
is appointed and shall continue from day to day until completed. The decision of
the arbitrator shall be final and binding on the parties and not subject to
appeal in any court of law.

                                        22
<PAGE>


      16. Miscellaneous.

            (a) Publicity. Except as otherwise required by law, the parties
      hereto shall refrain from, and shall cause their representatives to
      refrain from, directly or indirectly, making any press release or other
      public disclosure or otherwise informing any customer, supplier or other
      person with which Parent or Target has a business relationship, with
      respect to the transactions contemplated by this Agreement, without giving
      the other party twenty-four hours prior written notice of the content of
      such proposed release or disclosure.

            (b) Notices. All notices required or permitted to be given hereunder
      shall be in writing and may be delivered by hand, by facsimile, by
      nationally recognized private courier, or by United States mail. Notices
      delivered by mail shall be deemed given three (3) business days after
      being deposited in the United States mail, postage prepaid, registered or
      certified mail. Notices delivered by hand, by facsimile, or by nationally
      recognized private carrier shall be deemed given on the first business day
      following receipt; provided, however, that a notice delivered by facsimile
      shall only be effective if such notice is also delivered by hand, or
      deposited in the United States mail, postage prepaid, registered or
      certified mail, on or before two (2) business days following its delivery
      by facsimile. All notices shall be addressed as follows: (1) if to Parent,
      addressed to EarthShell Corporation, 3916 State Street, Santa Barbara,
      California 93110, attention Simon K. Hodson, telecopier: (805) 563-7954,
      with a copy to Gibson Dunn & Crutcher LLP, 2029 Century Park East, Los
      Angeles, California 90067-3026 attention Robert K. Montgomery, Esq.,
      telecopier: (310) 552-7021; and (2) if to Target or Stockholder, addressed
      to ReNewable Products, LLC, 100 South Brentwood Blvd., St. Louis, MO
      63105, telecopier: (314) 727-2118, attention: James A. Cooper with a copy
      to Schiff Hardin LLP, 6600 Sears Tower, Chicago, Illinois, 60606,
      telecopier: (312) 258-5600, attention: Roger R. Wilen, Esq.; and/or (3) to
      such other respective addresses and/or addressees as may be designated by
      notice given in accordance with the provisions of this Section 15(b).

            (c) Fees and Expenses. Each party hereto shall bear all fees and
      expenses incurred by such party in connection with, relating to or arising
      out of the execution, delivery and performance of this Agreement and the
      consummation of the transaction contemplated hereby, including attorneys',
      accountants' and other professional fees and expenses.

            (d) Entire Agreement. This Agreement and the instruments to be
      delivered by the parties pursuant to the provisions hereof constitute the
      entire agreement between the parties. Each exhibit, and the Disclosure
      Schedule, shall be considered incorporated into this Agreement.

                                        23
<PAGE>


            (e) Survival; Non-Waiver. All representations and warranties shall
      survive the Closing for a period of two (2) years, regardless of any
      investigation or lack of investigation by any of the parties hereto. For
      purposes of the Closing, the parties shall be deemed to have remade their
      respective representations and warranties as of the Closing, except for
      those representations and warranties that speak as of a particular date.
      The failure in any one or more instances of a party to insist upon
      performance of any of the terms, covenants or conditions of this
      Agreement, to exercise any right or privilege in this Agreement conferred,
      or the waiver by said party of any breach of any of the terms, covenants
      or conditions of this Agreement, shall not be construed as a subsequent
      waiver of any such terms, covenants, conditions, right or privileges, but
      the same shall continue and remain in full force and effect as if no such
      forbearance or waiver had occurred. No waiver shall be effective unless it
      is in writing and signed by an authorized representative of the waiving
      party.

            (f) Applicable Law. This Agreement shall be governed and controlled
      as to validity, enforcement, interpretation, construction, effect and in
      all other respects by the internal laws of the State of Delaware
      applicable to contracts made in that State, without regard to any conflict
      of law principles of the State of Delaware.

            (g) Consent to Jurisdiction. The parties hereto irrevocably consent
      and submit to the exclusive jurisdiction of any local, state or federal
      court within the County of New Castle in the State of Delaware for
      enforcement of this Agreement. The parties hereto irrevocably waive any
      objection they may have to venue in the defense of an inconvenient forum
      to the maintenance of such actions or proceedings to enforce this
      Agreement.

            (h) Binding Effect. This Agreement shall inure to the benefit of and
      be binding upon the parties hereto, and their successors and permitted
      assigns. Nothing in this Agreement, express or implied, is intended to
      confer on any person other than the parties hereto, and their respective
      successors and permitted assigns any rights, remedies, obligations or
      liabilities under or by reason of this Agreement.

            (i) Assignment. This Agreement shall not be assignable by any party
      without the prior written consent of all parties.

            (j) Amendments. This Agreement shall not be modified or amended
      except pursuant to an instrument in writing executed and delivered on
      behalf of each of the parties hereto.

            (k) Headings. The headings contained in this Agreement are for
      convenience of reference only and shall not affect the meaning or
      interpretation of this Agreement.

            (l) Severability. Whenever possible, each provision of this
      Agreement shall be interpreted in such manner as to be effective and valid
      under applicable law, but if any provision of this Agreement is held to be
      invalid, illegal or unenforceable in any respect under any applicable law
      or rule in any jurisdiction, such invalidity, illegality or
      unenforceability shall not affect any other provision or any other
      jurisdiction, and this Agreement shall be reformed, construed and enforced
      in such jurisdiction so as to best give effect to the intent of the
      parties under this Agreement.

                                        24
<PAGE>


            (m) Counterparts. This Agreement may be executed in separate
      counterparts, each of which is deemed to be an original and all of which
      taken together constitute one and the same agreement.

            (n) No Strict Construction. The parties hereto jointly participated
      in the negotiation and drafting of this Agreement. The language used in
      this Agreement shall be deemed to be the language chosen by the parties
      hereto to express their collective mutual intent, this Agreement shall be
      construed as if drafted jointly by the parties hereto, and no rule of
      strict construction shall be applied against any Person.

            (o) Gender. As used in this Agreement, the masculine, feminine or
      neuter gender shall be deemed to include the others whenever the context
      so indicates or requires.

            (p) Interpretation. Whenever the term "include" or "including" is
      used in this Agreement, it shall mean "including, without limitation,"
      (whether or not such language is specifically set forth) and shall not be
      deemed to limit the range of possibilities to those items specifically
      enumerated. The words "hereof", "herein" and "hereunder" and words of
      similar import refer to this Agreement as a whole and not to any
      particular provision. "Knowledge" of Parent, or other words of similar
      import such as "to Parent's knowledge," shall mean the actual conscious
      knowledge of Simon Hodson, Vince Truant and Scott Houston after reasonable
      investigation. Terms defined in the singular have a comparable meaning
      when used in the plural and vice versa.

                 [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



                                        25
<PAGE>



      IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.


                                    EARTHSHELL CORPORATION


                                    By:   /s/ Simon K. Hodson
                                          -----------------------
                                    Name: Simon K. Hodson
                                    Its:  Chief Executive Officer

                                    By:   /s/ Scott Houston
                                          -----------------------
                                    Name: Scott Houston
                                    Its:  Chief Financial Officer

                                    EARTHSHELL TRIANGLE, INC.


                                    By:   /s/ Simon K. Hodson
                                          -----------------------
                                    Name: Simon K. Hodson
                                    Its:  Chief Executive Officer


                                    RENEWABLE PRODUCTS, INC.


                                    By:   /s/ James A. Cooper
                                          -----------------------
                                    Name: James A. Cooper
                                    Its:  Vice President


                                    RENEWABLE PRODUCTS LLC


                                    By:   /s/ James A. Cooper
                                          -----------------------
                                    Name: James A. Cooper
                                    Its:  Vice President


                                        26