SUBLICENSE AGREEMENT

      This  SUBLICENSE  AGREEMENT (this  "Agreement"),  dated as of November 11,
2004  (the  "Effective  Date"),  is by and  between  EarthShell  Corporation,  a
Delaware  corporation  ("EarthShell"),  and  EarthShell  Hidalgo S.A. de C.V., a
Corporation of Mexico ("Sublicensee"). Each of EarthShell and Sublicensee may be
referred to herein individually as a "Party" or collectively as the "Parties".

                                    RECITALS

      WHEREAS,  pursuant to that certain Amended and Restated License Agreement,
dated  February 28, 1995, as amended (the "EKI License  Agreement"),  between E.
Khashoggi  Industries LLC, a Delaware limited  liability  company  ("EKI"),  and
EarthShell,  EarthShell has the exclusive right to utilize, and to sublicense to
others  the right to  utilize,  specified  technology  to  manufacture  and sell
certain food service disposables; and

      WHEREAS,  EarthShell  is  willing  to grant,  and  Sublicensee  desires to
accept,  a  sublicense  of such  technology  for  use in  certain  food  service
disposables  to be sold in the  territory  specified  below  upon the  terms and
conditions set forth herein.

                                    AGREEMENT

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

      1.    Definitions.

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

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

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

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

            (d) The term "Customers" shall mean those  prospective  customers of
Products within the Market  Segments that are located in the Territory.

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            (e) The term  "EarthShell"  shall have the  meaning set forth in the
preamble.

            (f) The term  "EarthShell  Improvements"  shall have the meaning set
forth in Section 6(a).

            (g) The term "EarthShell Infringement Action" shall have the meaning
set forth in Section 8(c).

            (h) The term "EKI  License  Agreement"  shall have the  meaning  set
forth in the recitals.

            (i) The  term  "Equipment"  means  items  of  equipment  capable  of
producing finished  commercial Products from the mixing of Raw Materials through
the  packaging  of  finished   Products  in  accordance   with  the   applicable
specifications.

            (j) The term "Food Service  Disposables" shall have the same meaning
as is assigned to that term in the Amended and Restated License Agreement, dated
February 28, 1995,  between E.  Khashoggi  Industries,  LLC and  EarthShell,  as
amended, as set forth in Exhibit B hereto.

            (k) The term "Gross  Profits" shall mean Net Sales less direct costs
incurred  by  Sublicensee  in  manufacturing  Products,  including  cost  of raw
materials,  labor and  manufacturing  costs,  but excluding any indirect  costs,
royalty  payments  to third  parties,  depreciation,  or  selling,  general  and
administrative expenses, all as determined in accordance with generally accepted
accounting principles, consistently applied.

(l) The term "Gross Sales" shall mean the gross invoice price of Products sold
by Sublicensee to Customers during the relevant fiscal period.

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

            (n) The term  "Licensed  Patents"  shall mean the  Patents  that are
licensed to EarthShell by EKI pursuant to the EKI License Agreement,  including,
without  limitation,  the Patents that are described on Exhibit A hereto and all
Patents  covering  Improvements  that  hereafter  are acquired by or licensed to
EarthShell  (in the case of any such  Patents  that are  hereafter  licensed  to
EarthShell,  subject  to  EarthShell  having  the  right  to  grant  sublicenses
thereunder  and  Sublicensee  agreeing  to pay any  royalty  that is  payable in
connection with exercising rights under any such sublicense).

            (o) The term "Market  Segments" shall mean the broad market segments
in all or any part of the Territory  for the  manufacture,  distribution  and/or
sale of any or all of the Products which are depicted on Exhibit C.

            (p) The term "Modules"  shall mean a  manufacturing  unit capable of
forming,  trimming and laminating substrates for Products (such as, for example,
a DTE "Cobra" Module or comparable unit).

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

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

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

            (t) The term  "Plant  Facility"  shall have the meaning set forth in
Section 3(a).

            (u) The term  "Products"  shall  mean the Food  Service  Disposables
specified  in  Exhibit  D.  Upon  mutual  agreement  the  Parties  may add to or
otherwise change the types of Products covered by this Agreement by amending the
Exhibit D in accordance with Section 20 hereof.

            (v) The term "Raw  Materials"  shall have the  meaning  set forth in
Section 10(h).

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

            (x) The term  "Royalty"  shall have the meaning set forth in Section
4.

            (y) The term  "Royalty  Report"  shall have the meaning set forth in
Section 4(a).


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

            (aa) The term "Sublicensee  Improvements" shall have the meaning set
forth in Section 6(b).

            (bb) The term  "Technology"  shall mean the Licensed Patents and the
Trade Secrets.

            (cc) The term  "Territory"  shall mean the  territory  designated in
Exhibit E hereto.

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

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

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      2.    The Sublicense.

            (a)  Subject  to  the  terms  and  conditions  of  this   Agreement,
EarthShell   hereby  grants  to   Sublicensee   the  following   royalty-bearing
non-exclusive sublicenses to the Technology (the "Sublicense"):

                  i.    to use,  make or have made, at the Plant  Facility,  the
                        Products and to import the Products into the  Territory;
                        and

                  ii.   to  sell,  offer  to  sell,  and  otherwise  dispose  of
                        Products to Customers  within the Market Segments solely
                        within the Territory.

            (b)  Sublicensee  shall  have the right to extend all or any part of
the rights granted under the Sublicense to a qualified entity in which it has an
equity  interest of more than a 50% interest.  If Sublicensee  desires to extend
all or any part of the rights granted under the Sublicense to an entity in which
Sublicense  holds an equity  interest  of not more than 50%,  or if  Sublicensee
desires to grant a sublicense of a scope that is inconsistent  with the scope of
the  Sublicense,  Sublicensee  must  obtain  the  prior  written  approval  from
EarthShell.  Any purported sublicense by Sublicensee or attempt to extend all or
any part of the rights  granted  under the  Sublicense  other than as  expressly
permitted by the  foregoing  provisions  of this Section 2(b) shall  require the
prior written  consent of EarthShell  and any purported  grant of any such other
sublicense  or extension of such rights  without such consent  shall be null and
void and shall  constitute  a material  breach  for  purposes  of Section  13(b)
hereof.

            (c)  Sublicensee   shall  not,   directly  or  indirectly,   market,
distribute,  sell or attempt to dispose of any Product to any Person outside the
Territory,  or to any Person within the Territory,  if Sublicensee  knows or has
reason to  believe  that such  Person  intends to use the  Product  in  question
outside the  Territory.  A breach of the foregoing  shall  constitute a material
breach for purposes of Section 13(b) hereof.

            (d) Subject to Section 10(e) hereof,  Sublicensee  is authorized and
required to use, in  connection  with the  marketing,  distribution  and sale of
Products in the Territory,  the trademarks and service marks (collectively,  the
"Trademarks")  owned  by or  licensed  to  EarthShell  that  are  designated  to
Sublicensee  by  EarthShell  prior to  commercial  production of the Products by
Sublicensee  or from  time to  time  thereafter.  In  addition,  Sublicensee  is
authorized to adopt and maintain as its legal name or trade name during the term
of  this  Agreement  a  name  that  includes  "EarthShell",   including  without
limitation  "EarthShell Hidalgo S.A. de C.V.";  provided that Sublicensee agrees
to change its legal name and trade name to a new name that does not  include the
word "EarthShell" as soon as reasonably practicable following any termination or
expiration of this Agreement. To the extent that EarthShell has not already done
so,  Sublicensee,  at its sole  cost and  expense,  is  authorized  to make such
filings  and  registrations  in the  name of  Sublicensee  as are  necessary  or
appropriate to secure  registrations of the Marks or any derivatives  thereof in
the Territory or any part  thereof,  in the name of  Sublicensee;  provided that
Sublicensee  shall assign to EarthShell,  for no additional  consideration,  all
such  registrations  and any  rights  related  thereto  as  soon  as  reasonably
practicable following any termination or expiration of this Agreement.

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<PAGE>

            (e)  Sublicensee  shall achieve the  respective  minimum  annual Net
Sales amounts set forth in Exhibit F hereto. If Sublicensee fails to achieve any
such  minimum  annual Net Sales  requirements  in  respect of any annual  period
during the term of this  Agreement,  EarthShell may elect to convert the license
granted  hereunder to Sublicensee to a fully  non-exclusive  license without the
benefit of the covenant by EarthShell in Section 2(g) hereof.  If, following any
such election by EarthShell to convert  Sublicensee's license to a non-exclusive
license  without  the  benefit of the  covenant by  EarthShell  in Section  2(g)
hereof, Sublicensee fails to achieve in respect of any calendar year the minimum
annual  Net Sales of at least  $10,000,000,  EarthShell  shall have the right to
terminate this Agreement upon written notice to Sublicensee.

            (f)  Notwithstanding  the  anything  herein  to  the  contrary,   if
Sublicensee  is unable to satisfy  fully the  requirements  of any  Customer for
Products because of insufficient plant capacity within six (6) months after such
Customer  has given  Sublicensee  notice of such  requirements  in writing  (the
amount  of such  unsatisfied  requirements  being  referred  to as  "Unfulfilled
Customer  Requirements"),  Sublicensee  agrees  that  the  Unfulfilled  Customer
Requirements  for Products may be  satisfied by another  EarthShell  sublicensee
that is designated by EarthShell  without violating the exclusive rights granted
by EarthShell  hereunder;  provided that Sublicensee  shall in such event retain
its exclusivity  with respect to all Product  requirements  that Sublicensee has
sufficient capacity to fulfill on a timely basis.

            (g)  EarthShell  covenants and agrees that,  subject to  Sublicensee
purchasing,  installing  and making  operational  96 Modules  prior to the third
anniversary of the Effective Date and subject to  Sublicensee's  compliance with
its  obligations  under Section 2(e),  EarthShell  shall not hereafter grant any
sublicense to the Technology to make or sell Products to Customers in the Market
Segments in the Territory to any other Person.

      3.    Plant Facility

            (a) Within  thirty (30) days after the Effective  Date,  Sublicensee
will  identify  a  plant  facility  in a  mutually  acceptable  location  in the
Territory that will be acquired or leased by Sublicensee (the "Plant Facility").
The Plant  Facility  shall have,  by no later than twelve (12) months  after the
Effective Date, a minimum production capacity of 200,000,000 units per year. The
size, physical location and specifications of the Plant Facility will be subject
to EarthShell's  reasonable  approval.  The cost of acquiring the Plant Facility
and the cost of any required infrastructure  improvements thereto shall be borne
solely  by  Sublicensee.  Without  limiting  the  generality  of the  foregoing,
Sublicensee shall make the capital investments in Equipment during the five year
period  commencing  on the  Effective  Date that are  described  in  Exhibit  G.
Sublicensee,  at  its  sole  cost  and  expense,  shall  make  all  repairs  and
replacements  necessary to maintain  and operate the Plant  Facility in material
compliance with all applicable  legal and  administrative  code standards of the
Territory,   and  satisfy  all  applicable  customary  and  reasonable  industry
practices  with respect  thereto in the  Territory  throughout  the term of this
Agreement.

            (b)  Sublicensee  will permit  EarthShell  personnel or  consultants
access to the Plant  Facility as is  reasonably  necessary  in order for them to
fulfill  EarthShell's  obligations  or protect its rights under this  Agreement.
Prospective or existing  licensee/joint  venture  partners of EarthShell will be
permitted  to have  reasonable  access to the Plant  Facility,  upon  reasonable
advance notice by EarthShell and during normal business  hours,  for the purpose
of observing the Plant  Facility in operation.  Notwithstanding  the  foregoing,
Sublicensee  will have no obligation to provide  access to the Plant Facility to
any prospective or existing licensee or joint venture partner of EarthShell that
has not agreed to permit access to any plant facility owned or leased by it or a
joint venture  entity that is being or in the future will be used to manufacture
EarthShell products.

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<PAGE>

(c) Sublicensee will procure and install Equipment at the Plant Facility as
required to meet its production and revenue obligations under this Agreement.
The cost of acquiring and installing such Equipment, including the direct
engineering, design, debugging and start-up fees and expenses shall be borne
solely by Sublicensee. Sublicensee shall upgrade each material component of such
Equipment on a regular basis and shall make all repairs and replacements
necessary to maintain and the Equipment in material compliance with all
applicable legal and administrative code standards of the Territory, and satisfy
all applicable customary and reasonable industry practices with respect thereto
in the Territory throughout the term of this Agreement. (d) Without limiting the
foregoing, Sublicensee shall pay all other costs and expenses of whatever nature
in connection with the start-up and operation of the Plant Facility and the
manufacture, use, sale, offering for sale and importation into and
commercialization of the Products in the Territory. (e) The Parties will
cooperate to ensure that sufficient equipment manufacturing capacity is
available to meet the demands of the Sublicensee. Such cooperation shall include
identifying additional qualified equipment manufacturers.

      4.    Royalty.

            (a) In  consideration  for the grant of the Sublicense,  Sublicensee
shall pay to EarthShell a royalty (the "Royalty") of 20% of Net Sales but not to
exceed 50% of the Gross Profits of Sublicensee during the relevant period,  when
and as provided in Section 4(b). In addition to the foregoing, Sublicensee shall
pay a technology fee of $1,000,000 upon the signing of this Agreement.  Further,
Sublicensee  agrees to purchase  250,000  shares of ERTH  common  stock @ $4 per
share  according  to the terms and  conditions  of the attached  Stock  Purchase
Agreement and such shares will be released by EarthShell to the Sublicensee when
the second  million  dollars in royalties are due and paid.  The  Technology Fee
payments shall be creditable against, the Royalties that shall begin accruing on
April 1, 2006;  provided that the amount of the Technology Fee payments that can
be credited against the Royalties  payable by Sublicensee after April 1, 2006 in
no event shall  exceed  fifty  percent  (50%) of the amount of Royalty  payments
otherwise  payable by Sublicensee in respect of the calendar quarter in question
prior to crediting the Technology Fee payments against such Royalties.

            (b) No Royalties  will be payable  with respect to Products  shipped
and  invoiced  prior  to  April 1,  2006  (subject  to  Sublicensee  paying  the
Technology  Fee  as  specified  in  Section  4(a)).  Sublicensee  shall  pay  to
EarthShell the Royalty  payable in respect of all Products  shipped and invoiced
by  Sublicensee  during the  preceding  calendar  quarter (or  partial  calendar
quarter, in the case of the first Royalty period). Each Royalty payment shall be
accompanied by a written report (the "Royalty  Report")  prepared by Sublicensee
and  certified  as  accurate  by the Chief  Financial  Officer or  Treasurer  of
Sublicensee.  Each  Royalty  Report  shall set forth,  for the  calendar  period
covered by the Royalty Report, (i) the number of each of the Products shipped by
Sublicensee,  (ii) the gross invoice price for each of such Products,  (iii) any
reductions to the gross invoice price for purposes of calculating  Net Sales and
(iv) the Gross  Profits  recognized  during such  calendar  period.  For Royalty
Reports  covering  any of the part of the  five-year  period  commencing  on the
Effective  Date,  the  Royalty  Report  shall  also set forth the  amount of the
capital investment in Equipment made by Sublicensee during the relevant calendar
period.

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<PAGE>

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

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

            (e) Any failure to make timely  payment of any Royalty or Technology
Fee shall constitute a material breach for purposes of Section 13(b) hereof. (f)
EarthShell  acknowledges that the Royalties payable by Sublicensee to EarthShell
under this  Agreement may be subject to  withholding  taxes that may be assessed
under applicable law by any jurisdiction in the Territory and, if Sublicensee is
required  to so  withhold  any tax on  Royalties,  then the amount of  Royalties
actually  remitted to EarthShell  will be net of such  withholding.  Sublicensee
will promptly  furnish  EarthShell with the official receipt of payment of these
taxes to the appropriate  taxing authority.  Following the Effective Date and at
EarthShell's  option,  the Parties agree to cooperate to restructure the Royalty
payments  payable  hereunder in a manner that will optimize the tax treatment of
such payments,  including by possibly  converting the Royalty  obligation into a
profits  participation  by EarthShell in  Sublicensee  (it being agreed that any
such  restructuring  would not be intended to adversely  affect the net economic
benefits intended to be conferred on Sublicensee hereby).

      5.    Right to Audit.

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

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

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

      6.    Improvements to Technology.

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

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

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

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

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

            (f) The Parties  contemplate  a cooperative  development  of an RFID
package  system that would allow the  complete  tracking  and data  history of a
product through the supply chain using the package as the  information  carrier.
Such development will be jointly owned as an improvement to the basic EarthShell
technology and any profits or royalties  beyond the basic package will be shared
equally.

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<PAGE>

      7.    Patent Matters.

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

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

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

      8.    Infringement Matters.

            (a) Each of EarthShell and  Sublicensee  will  promptly,  and in any
event within thirty (30) days of  discovery,  notify the other in writing of any
apparent  infringement  of the  Technology in the  Territory  which comes to its
attention while this Agreement remains in effect. EarthShell shall have the sole
right, at its sole cost and expense and in its absolute discretion, to bring any
suit to enjoin such  infringement  and to recover damages  therefor for its sole
account.

            (b) In any action  brought by  EarthShell  pursuant to Section  8(a)
hereof,  Sublicensee  shall (i)  cooperate  fully with  EarthShell  and  provide
whatever  assistance  is reasonably  requested by EarthShell in connection  with
such suit,  including the  preparation  and signing of documents at EarthShell's
expense.

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

                                       9
<PAGE>

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

      9.    Duties and Obligations of EarthShell.

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

            (a)  Within  60 days  after the  Effective  Date,  EarthShell  shall
provide to  Sublicensee  copies of written  materials in which all Trade Secrets
necessary for Sublicensee effectively to exercise the rights granted to it under
the Sublicense are disclosed, including without limitation the following:

                  (i)  technical  and  engineering  specifications  and  typical
engineering layouts for the manufacturing process for the Products;

                  (ii) detailed engineering specifications for molds and tooling
for the Products;

                  (iii) detailed  specifications  for raw materials required for
the manufacture of the Products and lists of approved vendors thereof;

                  (iv)   detailed  mix  designs  and  process   parameters   for
manufacturing the Products; and

                  (v)  specifications of process equipment for the Products with
a list of approved vendors thereof.

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

      10.   Other Duties and Obligations of Sublicensee.

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

                                       10
<PAGE>

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

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

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

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

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

                                       11
<PAGE>
            (f) Sublicensee shall mark all of the Products and related documents
with all applicable patent numbers, in accordance with EarthShell's instructions
and as required by the patent laws in effect in the  Territory or as  reasonably
instructed by EarthShell.

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

            (h) Sublicensee  shall regularly and routinely inform  EarthShell of
all of its  requirements  for raw materials  for Products (the "Raw  Materials")
prior to purchasing  any Raw Materials  from any other Person.  Sublicensee  may
request  EarthShell  to  submit  a bid or  proposal  offer  for  the  supply  of
particular  Raw  Materials.  If  EarthShell  desires  to supply  particular  Raw
Materials to Sublicensee, EarthShell may submit a bid or proposal for the supply
of such Raw Materials  ("Offered Raw Materials")  and, if such a bid or proposal
is made by EarthShell,  EarthShell and Sublicensee shall negotiate in good faith
to enter into a supply  agreement or purchase  order with regard to such Offered
Raw Materials; provided nothing herein shall preclude Sublicensee from accepting
a written offer from a third-party for such Offered Raw Materials at a price and
on terms and conditions  materially  more  favorable to  Sublicensee  than those
offered or proposed by EarthShell.

      11.   Representations and Warranties of EarthShell.

            (a) EarthShell  hereby  represents and warrants to Sublicensee  that
EarthShell has a valid and enforceable  license to use the Technology within the
scope of the rights granted under the Sublicense and has the right to sublicense
the Technology to  Sublicensee  within the scope of the rights granted under the
Sublicense as set forth in this Agreement.

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

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

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

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

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

                                       12
<PAGE>

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

      12.   No Consequential Damages; Limitation of Liability.

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

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

      13.   Term and Termination.

            (a) The term of this Agreement  shall commence on the Effective Date
and,  subject to earlier  termination as provided  herein,  shall continue for a
period of ten (10) years;  provided that, at the election of Sublicensee made by
written  notice to EarthShell  at least one year prior to the  expiration of the
initial  term of this  Agreement,  the term of this  Agreement  may extend for a
renewal  term of an  additional  period of ten (10) years.

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

                                       13
<PAGE>

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

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

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

            (f) EarthShell shall have the right to terminate this Agreement upon
written  notice  to  Sublicensee  if (i)  Sublicensee  does not  place a binding
purchase  order  with an  authorized  equipment  vendor  of  EarthShell  for the
purchase of eight (8) Modules to be  delivered  as soon as  practicable  that is
unconditionally  accepted  by such vendor no later than five (5)  calendar  days
after the Effective  Date or (ii) the initial  Module  ordered by Sublicensee is
not fully installed and operational within six months after the Effective Date.

      14.   Relationship of the Parties.

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

      15.   Notices.

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

           If to EarthShell:             EarthShell Corporation
                                         3916 State Street, Suite 110
                                         Santa Barbara, CA 93110
                                         United States
                                         Attn:  Chief Executive Officer
                                         Telephone:  805- 563-7590
                                         Fax:  805- 563-7594

           If to Sublicensee:            Sr. David Maczka
                                         EarthShell Hidalgo S.A. de C.V.
                                         Mexico, D.F. 11700
                                         Mexico
                                         Telephone:  (5255) 5257-2824
                                         Fax:  858-586-5925

                                       14
<PAGE>

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

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

      16.   Confidentiality.

      Either  a  separate  Confidentiality  Agreement  will  be  signed,  or the
following  section will apply: Any information  relating to this Agreement,  the
Technology or the business of Sublicensee or EarthShell is hereinafter  referred
to as "Confidential  Information." All Confidential Information in tangible form
(plans, writings, drawings, computer software and programs, etc.) or provided to
or conveyed  orally or  visually,  shall be presumed  to be  proprietary  to the
disclosing  Party at the time of delivery to the other party;  provided that all
such  information or material  relating to the Technology  shall be deemed to be
Confidential  Information of  EarthShell.  All  Confidential  Information of the
disclosing  Party hall be protected by the receiving  party from disclosure with
the same  degree  of care  with  which  the  receiving  party  protects  its own
Confidential Information of the disclosing Party from disclosure but in no event
with less than a reasonable  degree of care. The receiving  party agrees (i) not
to disclose such  Confidential  Information to any Person except to those of its
employees or representatives  who need to know such Confidential  Information in
connection  with the conduct of its  business  and who have agreed in writing to
maintain the  confidentiality  of such Confidential  Information,  and (ii) that
neither  it  nor  any  of  its  employees  or  representatives   will  use  such
Confidential  Information  for any  purpose  other than in  connection  with the
conduct  of  its  business  pursuant  to  this  Agreement;  provided  that  such
restrictions  shall  not  apply  if  such  Confidential  Information  (A)  is or
hereafter  becomes  public  other  than by a breach of this  Agreement,  (B) was
already in the receiving party's  possession and not subject to an obligation of
confidentiality  prior to any disclosure of the Confidential  Information to the
receiving  party,  (C) has been or is hereafter  obtained by the receiving party
from a third party which, to the knowledge of the receiving party, was not bound
by any confidentiality  obligation with respect to the Confidential Information,
(D) is required to be  disclosed  pursuant  to judicial  order,  but only to the
extent of such order and after  reasonable  notice to the disclosing party so as
to allow the disclosing party to intervene to seek confidential treatment or (E)
is required to be disclosed by any  government  authority  which  regulates  the
business  of the  receiving  party,  but  only to the  extent  of such  required
disclosure and after  reasonable  notice to the disclosing  party so as to allow
the  disclosing  party to  intervene  to seek  confidential  treatment.  Without
limiting the generality of the foregoing, Sublicensee shall ensure that no third
party is given access to the Plant Facility  unless such third party has entered
into a  non-disclosure  agreement  with each of  Sublicensee  and EarthShell (it
being understood that such  non-disclosure  agreements will not be required from
couriers,  suppliers,  or other third  parties that have limited  access only to
loading  docks,  mail  rooms,  office  reception  areas and other areas in which
Products are not being manufactured and in which no Confidential  Information is
visible or accessible).

                                       15
<PAGE>

      17.   Savings Clause.

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

      18.   Waiver.

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

      19.   Governing Law.

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

      20.   Amendment.

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

      21.   Dispute Resolution.

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

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

                                       16
<PAGE>

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

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

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

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

            (d) The  arbitration  shall  be  governed  by,  and all  rights  and
obligations   specifically  enforceable  under  and  pursuant  to,  the  Federal
Arbitration Act (9 U.S.C. ss. 1, et. seq.).

            (e) The  arbitrators  are  empowered  to render an award of  general
compensatory  damages  and  equitable  relief  (including,  without  limitation,
injunctive relief),  but are not empowered to award punitive damages.  The award
rendered by the  arbitrators  (i) shall be final,  (ii) shall not  constitute  a
basis for collateral estoppel as to any issue, and (iii) shall not be subject to
vacation or  modification.  The arbitrators  shall render any award or otherwise
conclude the  arbitration  no later than one hundred and eighty (180) days after
the date notice is given pursuant to this Section 21.

      22.   Counterparts.

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

                                       17
<PAGE>

      23.   Assignment.

      The  rights  and  obligations  in, to and under  this  Agreement  shall be
binding   upon  and  inure  to  the   benefit  of  the   Parties,   their  legal
representatives, successors and assigns. Neither Party may assign this Agreement
or any rights  hereunder  without the prior written  consent of the other Party;
provided that  EarthShell may assign this Agreement in connection with a merger,
sale of all or substantially all of its assets or other acquisition  transaction
and  Sublicensee  may assign this  Agreement  to an entity in which  Sublicensee
holds an equity interest of more than 50% of the total equity interest.

      24.   Entire Agreement.

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

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

                                     EARTHSHELL CORPORATION

                                     By:
                                         ---------------------------
                                         Name:
                                         Title:

                                     EarthShell Hidalgo S.A. de C.V.

                                     By:
                                         ---------------------------
                                         Name:
                                         Title:

                                       18
<PAGE>
                                    EXHIBIT A

                                Licensed Patents

Patent or Application No.     Brief Title


                                       19
<PAGE>

                                    EXHIBIT B

                      Definition of Food Service Disposable
          [Excerpts from Amended and Restated License Agreement, dated
           February 28, 1995, between EKI and EC, as amended]

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

                                       20
<PAGE>

                                    Exhibit C

                             Mexican Market Segments

The following  market segments for the Disposable Food Service  Packaging Market
in Mexico  are  granted  to Grupo  Industrial  EarthShell  de  Mexico,  SA on an
exclusive basis:

Market Segments Granted

I. All foam  laminate  products  regardless of  distribution  area,  method,  or
customer base

Also includes,  on a non-exclusive  basis, the distributors  required to service
all customers granted in this exhibit.

EarthShell  Corporation reserves the right to change,  remove or modify licensed
market segments based on performance.

                                       21
<PAGE>

                                    Exhibit D

                                    Products

Plates
    9-inch uncompartmented
    9-inch compartmented
    10.25-inch uncompartmented
    10.25-inch compartmented
    6-inch bread
    7-inch dessert
    7-inch x 9-inch oval
    11-inch oval
Bowls
    3.5 oz.
    5 oz.
    12 oz.
    20 oz.
    30 oz.
Cafeteria trays
Casserole / potato dish
    6 oz.
    7 oz.
    8 oz.

                                       22
<PAGE>

                                    Exhibit E

                                    Territory

                              All States of Mexico

                                       23
<PAGE>

                                    Exhibit F

                        Minimum Annual Sales Requirements

Sublicensee shall achieve the respective minimum annual Net Sales amounts:

Year 1 (annual period ending on first anniversary of Effective Date): $ 0.

Year 2 (annual  period  ending on second  anniversary  of Effective  Date):  $10
million

Year 3 (annual  period  ending on third  anniversary  of  Effective  Date):  $20
million

Year 4 (annual  period  ending on fourth  anniversary  of Effective  Date):  $50
million.

Year 5 (annual period ending on fifth  anniversary  of Effective  Date) and each
annual period ending on each  subsequent  anniversary  of Effective  Date):  $50
million

                                       24
<PAGE>

                                    Exhibit G

                      Minimum Equipment Capital Investments

Sublicensee shall make the following capital investments in Equipment during the
five year period commencing on the Effective Date.

Year 1 (annual  period ending on first  anniversary of Effective  Date):  16 DTE
Cobra Modules or equivalent.

Year 2 (annual period ending on second  anniversary of Effective  Date):  16 DTE
Cobra Modules or equivalent.

Year 3 (annual  period ending on third  anniversary of Effective  Date):  16 DTE
Cobra Modules or equivalent.

Year 4 (annual period ending on fourth  anniversary of Effective  Date):  16 DTE
Cobra Modules or equivalent.

Year 5 (annual  period ending on fifth  anniversary of Effective  Date):  16 DTE
Cobra Modules or equivalent.

                                       25
<PAGE>

                                    EXHIBIT H

      Illustrative List of Disposable, Single Use Food Service Disposables

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

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

Beverage containers     o Hot and/or cold beverage
                        o May or may not be insulating

                        o With or without handles.  Includes
                          collectables that are disposable/
                          reusable
                        o Malt mixing collars
                        o Single  service  milk-containing  cartons (16 oz. or
                          less)

Beverage Container Lid  All types, including
                        o no spill
                        o domed
                        o sippers

Bowls                   All shapes, sizes

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

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

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

                                       26
<PAGE>

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

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

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

                        Cones
                        o snow cones
                        o ice cream cone holders
                        o foods

Food Container Lids     All kinds

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

                                       27
<PAGE>

Napkins                 All kinds

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

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

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

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

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


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

                                       28
<PAGE>

Outside the Definition of "Food Service Disposables":

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


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

Wraps                   o freezer papers
                        o bakery papers
                        o candy bar wrappers

Aeseptic or Sealed
Packaging

Secondary Packaging     o corrugated containers
                        o paper bags

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