Exibit 10.1

                              SUBLICENSE AGREEMENT

      This  SUBLICENSE  AGREEMENT (this  "Agreement"),  dated as of May 13, 2004
(the "Effective  Date"), is by and between  EarthShell  Corporation,  a Delaware
corporation    ("EarthShell"),    and    Meridian    Business    Solutions,    a
_______________________  ("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  ExhibitoD 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.


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

      2. The Sublicense.

      (a)  Subject to the terms and  conditions  of this  Agreement,  EarthShell
hereby  grants  to  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  during  the term of this
Agreement the name "EarthShell Manufacturing Company"; provided that Sublicensee
agrees to change  its legal  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.

      (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  $30,000,000,  EarthShell  shall have the right to
terminate this Agreement upon written notice to Sublicensee.


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      (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 second
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  400,000,000  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/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.

      (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.


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      (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 $500,000 on the Effective  Date and additional  $500,000
technology  fee payments on each of the  following  dates:  (i) the later of (A)
three (3) months after the  Effective  Date or (B) the date on which the initial
Module ordered by Sublicensee is fully  installed and  operational  (the "Second
Installment  Date");  (ii) the date that is three (3)  months  after the  Second
Installment  Date;  and (iii) the date that is six (6)  months  after the Second
Installment Date (the Final Installment Date). The Technology Fee payments shall
be  creditable  against,  the Royalties  that shall begin  accruing on the first
anniversary  of the Effective  Date;  provided that the amount of the Technology
Fee payments that can be credited  against the Royalties  payable by Sublicensee
after the first anniversary of the Effective Date 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 the first  anniversary  of the  Effective  Date  (subject  to
Sublicensee  paying the  Technology  Fee  payments to be paid during such twelve
month period as specified in Section  4(a)).  Within  fourteen  (14) days of the
last day of each calendar  quarter  beginning  with the calendar  quarter during
which the Final Installment Date occurs, 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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      (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.

      (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.


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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.

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.


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<PAGE>

      (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.

      (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
partyos 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
Sublicenseeos  use of  Technology  in the  Territory  within  the  scope  of the
Sublicense  granted  hereunder;  provided  that, in no event shall  EarthShellos
liability  under this Section 8(d) exceed the specified  amount in Section 12(b)
hereof.


                                       9
<PAGE>

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:

      (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.


                                       10
<PAGE>

      (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.

      (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.


                                       11
<PAGE>

      (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

            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
<PAGE>

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  PARTYoS  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,  upon the mutual  written  agreement  of the
Parties,  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.

      (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.


                                       13
<PAGE>

      (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
                                               6740 Cortona Drive
                                               Santa Barbara, CA 93117-3022
                                               United States
                                               Attn:  Chief Executive Officer
                                               Telephone:  805- 571-8370
                                               Fax:  805- 571-8292

If to Sublicensee:

                                                Attn.:
                                                      --------------------------
                                                Telephone:
                                                Fax:


                                       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  Sectiono21.  Each of  Sublicensee  and EarthShell
(i)owaives  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 Sectiono21),  and (ii)owaives 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:

            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 Sectiono21
            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.


                                       16
<PAGE>

            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. oo1, 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)oshall be final,  (ii)oshall  not  constitute a
basis for collateral estoppel as to any issue, and (iii)oshall 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 Sectiono21.

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


                                        By:    /s/ Greg Hoffman
                                           -------------------------------------
                                            Name:  Greg Hoffman
                                            Title: CEO


                                       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

                              U.S. Market Segments

The following  market segments for the U.S.  Disposable  Food Service  Packaging
Market are granted to Meridian Business Solutions.

U.S. Market Segments Granted

I.   Institutional - Captive
           Education: Colleges and Universities, and Schools K-12
           Hospitals, Nursing and Assisted Living
II.  Government
           Federal
           State
           Local
III. Midscale Restaurants

IV. Convenience Stores

It understood  that  Sublicensee  may utilize  distributors  in connection  with
servicing customers within the market segments identified above 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


                               The United States.


                                       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):
$0.00.

      Year 2 (annual period ending on second anniversary of Effective Date): $20
million

      Year 3 (annual period ending on third  anniversary of Effective Date): $50
million

      Year 4 (annual period ending on fourth anniversary of Effective Date): $70
million.

      Year 5 (annual period ending on fifth  anniversary of Effective  Date) and
each annual period ending on each  subsequent  anniversary  of Effective  Date):
$100 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):  32 DTE
Cobra Modules or equivalent.

Year 2 (annual period ending on second  anniversary of Effective  Date):  64 DTE
Cobra Modules or equivalent.

Year 3 (annual  period ending on third  anniversary of Effective  Date):  32 DTE
Cobra Modules or equivalent.

Year 4 (annual period ending on fourth  anniversary of Effective  Date):  32 DTE
Cobra Modules or equivalent.

Year 5 (annual  period ending on fifth  anniversary of Effective  Date):  32 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 Lids         All types, including
                                o  no spill
                                o  domed
                                o  sippers

Bowls                           All shapes, sizes

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

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

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

Wraps                           o  freezer papers
                                o  bakery papers
                                o  candy bar wrappers

Aeseptic or Sealed
Packaging

Secondary Packaging            o  corrugated containers
paper bags

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