EMPLOYMENT AGREEMENT

BETWEEN

EARTHSHELL CORPORATION

AND

RICHARD DIPASQUALE

        This EmploymentAgreement (the “Agreement”) is entered into as of April 15, 2000(the “Effective Date”) by and between EarthShell Corporation, aDelaware corporation with its principal office located in Baltimore, Maryland(the “Company”), and Richard DiPasquale, an individual(“Employee”). 

AGREEMENT

     1.     **Services Provided to the Company.**

          (a)     Position and Duties.  As of the Effective Date, Employee shall beemployed as Chief Technology Officer of the Company and will have the general responsibilityfor all commercialization and technology development activities of the Company and its jointventure partners and licensees, the management of the technical services agreement withE. Khashoggi Industries, LLC and its affiliated companies, and oversight responsibility forthe Company's technical resources and operations, including the procurement, development,improvement and installation of commercial equipment at the Company's or its jointventurers' or licensees' operating sites in accordance with agreements, specifications,parameters and efficiencies demonstrated and documented by prototype line operation.  Withinthe parameters of the approved budgets, Employee will maintain a qualified staff to completethese responsibilities in order to meet the goals and timelines established by the Companyand under the Chief Executive Officer of the Company.

          (b)      Reporting Responsibilities.  Employee will report to the ChiefExecutive Officer of the Company and shall oversee the Company's weekly technical staffmeetings.  Employee shall keep the Chief Executive Officer apprised on a weekly basis as toEmployee's progress in achieving the goals and objectives set forth in any budgets,milestones or business plans established by the Company.

                         (c)      Time Commitment.  During the term of this Agreement, Employee shalldevote substantially all of his regular working hours to the business and welfare of theCompany and its subsidiaries, and he shall be required to expend such additional time as isreasonably required to successfully discharge his duties and responsibilities.  Employeeshall be considered an exempt employee for employment law purposes.

             2.    **Compensation to Employee.**

                         (a)      Base Salary.  Employee shall receive a base salary in the amount of$250,000 per annum, commencing April 15, 2000.

                         (b)      Stock Options.  In addition to the foregoing compensation, subject tosatisfaction of the conditions set forth below or as modified by mutual agreement by theparties and provided that Employee is employed by the Company as of the vesting date foreach respective option grant:

               (i)    Pursuant to the Consulting Agreement that was entered intobetween Employee and the Company, effective January 1, 2000, theCompany has granted to Employee options to acquire the following number ofshares of the Company’s newly issued common stock, which options areexercisable at an exercise price of $4.00 per share during the one-year periodcommencing January 1, 2001 and ending January 5, 2002, subject tosatisfaction of the modified conditions set forth below (which modifiedconditions are subject to the ratification by the Company’s Stock OptionCommittee):

                    (A)    Employee has been granted an option to purchase 30,000shares of the Company’s common stock that shall vest if,and only if, as of May 1, 2000, the initial equipment line installed at theSweetheart Facility has been operating with all 16 presses for a continuous72 hour period at an overall efficiency rate of greater than 50% andSweetheart Cup Company has agreed to a defined set of conditions to assume fullresponsibility for plate operations and economics.

                    (B)    Employee has been granted an option to purchase anadditional 40,000 shares of the Company’s common stock thatshall vest if, and only if, as of June 30, 2000, the initial equipment lineinstalled at the Sweetheart Facility has been operating for a continuous14 day period at an overall efficiency rate of greater than 80%, all threeequipment lines have been operating with all 16 presses for a continuous72 hour period at an overall efficiency rate of greater than 10% for eachline, and Sweetheart Cup Company has assumed full responsibility for theoperation and economics of at least one line as defined above.

               (ii)   Effective June 30, 2000, the Company shall grant to Employeeoptions to purchase up to an 50,000 shares of the Company’snewly-issued common stock at an exercise price equal to the fair market value ofthe Company’s common stock on June 30, 2000, as determined pursuant to apricing formula to be decided by the Stock Option Committee and appliedgenerally to option grants by the Company to its employees, which options shallbe exercisable over a nine-year term commencing January 1, 2001, subject toearlier termination upon termination of Employee’s employment with theCompany in accordance with the terms and conditions of the Company’sstandard option agreement, and subject further to satisfaction of the followingconditions (which conditions are subject to ratification by the Stock OptionCommittee):

                    (A) Employee shall be granted an option to purchase 10,000shares of the Company’s common stock that shall vest if, and only if, as ofJune 30, 2000, the initial equipment line installed to produce EarthShell bowlshas been operated for a continuous 24 hour period at an overall efficiency rateof greater than 80% or economic model efficiencies, raw material costs, qualityand labor have been demonstrated pursuant to the standards attached hereto orsubsequently established by the Executive Committee of the Company’s Boardof Directors.

                    (B) Employee shall be granted an option to purchase 10,000 sharesof the Company’s common stock that shall vest if, and only if, as of August1, 2000, the initial equipment line installed to produce EarthShell plates hasbeen operated for a continuous 24 hour period at an overall efficiency rate ofgreater than 80% or economic model efficiencies, raw material costs, quality andlabor have been demonstrated pursuant to the standards attached hereto orsubsequently established by the Executive Committee.

                    (C) Employee shall be granted an option to purchase 10,000shares of the Company’s common stock that shall vest if, and only if, as ofAugust 30, 2000, the initial equipment line installed to produce EarthShell cupshas been operated for a continuous 24 hour period at an overall efficiency rateof greater than 80% or economic model efficiencies, raw material costs, qualityand labor have been demonstrated pursuant to the standards attached hereto orsubsequently established by the Executive Committee. 

                    (D) Employee shall be granted an option to purchase 10,000shares of the Company’s common stock that shall vest if, and only if, as ofSeptember 30, 2000, the initial equipment line installed to produce EarthShellproducts in Europe has been operated for a continuous 24 hour period at anoverall efficiency rate of greater than 80% or economic model efficiencies, rawmaterial costs, quality and labor have been demonstrated pursuant to thestandards attached hereto or subsequently established by the ExecutiveCommittee. 

                    (E) Employee shall be granted an option to purchase 10,000 shares ofthe Company’s common stock that shall vest if, and only if, as of October1, 2000, the initial EarthShell paperboard products have been commerciallyproduced at raw material costs and equipment rates that meet target economicspursuant to the standards attached hereto or subsequently established by theExecutive Committee.

          (c)      Additional Compensation.  During the term of this Agreement, Employeeshall be entitled to receive such bonuses and incentive compensation (totaling not more than100% of his base salary) and stock options as the Board of Directors (or the appropriatecommittees thereof) shall decide in its sole and absolute discretion.

     3.   **Employee Benefits.**  The Company shall provide to Employee each of thefollowing benefits:

          (a)      Business Expenses.  The Company shall pay or reimburse Employee forall reasonable out-of-pocket expenses incurred by Employee in the course of providing hisservices hereunder and which are consistent with the Company's expense reimbursementguidelines or policies.    Such reimbursement shall be made by the Company withinthirty (30) days after receipt of a statement therefor from Employee setting forth inreasonable detail the expenses for which reimbursement is requested, accompanied byreasonable documentation evidencing such expenses. The Company agrees to pay up to $4,000per year of the Employee's dues and fees attributable to his participation in the YoungPresidents Organization.

          (b)      Insurance Coverage and Benefits.  The Company shall provide Employee,at the Company's expense, coverage under the major medical, hospitalization, disability andother insurance programs maintained by the Company for its operating officers generally, orif none is made for its operating officers generally, its employees generally, including anybenefit plans that are provided by the Company subsequent to the date of this Agreement.  Inaddition, Employee shall receive all other Company-provided benefits, including sick paybenefits and vacation time, that are, from time to time, made available by the Company toits operating officers generally or, if not made to its operating officers generally, itsemployees generally.  Employee agrees that the Company retains the right to establishcompensation, benefits and working conditions for all of its officers or employees and tochange, modify or delete any aspects of its current or future compensation, benefits andworking conditions in its sole discretion.  Employee shall initially be entitled to threeweeks of paid vacation per year.

     4.     **Termination.**

          (a)      Employee's employment hereunder may be terminated upon thirty (30)days written notice by Employee or the Company, provided that if the Company terminatesEmployee's employment for other than cause (as defined below), Employee shall be entitled toreceive a lump sum severance payment equal to 100% of his then annual base salary (less theportion of the base salary which is paid for services rendered following the notice oftermination).  The severance payment shall constitute Employee's exclusive and sole remedyfor the Company's termination of this Agreement (although Employee shall also be entitled toreceive any unpaid base salary to which he is entitled under Section 2(a) and which hasaccrued through the effective date of termination, as well as reimbursement for allpreviously unreimbursed expenses under Section 3(a)).  Payment of such severance paymentshall be conditioned on Employee's execution and delivery of a release and terminationagreement containing terms and conditions which are standard and customary for an agreementof that type.

          (b)      Notwithstanding the foregoing, Employee shall not be entitled to anyseverance payment if Employee terminates this Agreement for any reason (other than by reasonof the Company's uncured default of its material obligations hereunder), or should theCompany terminate this Agreement for cause (in which event this Agreement can be terminatedeffective upon the delivery of written notice to Employee).

          (c)      Cause means the occurrence of any of the following events:(i) failure (including by reason of death or medical disability for a consecutive period ofsixty (60) days or more) by the Employee to substantially perform his duties with theCompany, including the timely and professional discharge of his duties and responsibilitiesunder Section 1; provided, however, to the extent the event justifying termination iscapable of being cured by the Employee and does not represent repetitive conduct, Employeeshall be given notice of the problem and a reasonable time period to cure the problem (whichtime period shall not exceed ten (10) days); and provided, further, that if Employee doescure the problem to the Company's reasonable satisfaction within the designated time period,this Agreement shall continue and shall not be terminated; (ii) any act by the Employee offraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company; or(iii) indictment or conviction of the Employee for a felony or any other crime involvingmoral turpitude.

     5.     **Confidential and Proprietary Information; Inventions.**

          (a)    Employee acknowledges that he has executed and delivered to the Companyits standard non-disclosure agreement with respect to the Company's confidential andproprietary information (the "Confidentiality Agreement").  Such agreement shall continue tobe effective through the date specified therein.

          (b)    In addition to the duties and obligations of Employee under theConfidentiality Agreement, Employee covenants and agrees that all inventions, trade secrets,products, processes, material applications, designs, formulations and ideas of a proprietarynature created or developed as a result of the services rendered by Employee pursuant tothis Agreement, whether or not subject to patent, trademark or copyright protection, whichare made, developed, created, conceived or reduced to practice by Employee, individually orjointly with the Company or the Company affiliates, during the term of this Agreement, or atany time thereafter if based upon or related to Confidential Information belonging to theCompany or the Company affiliates (collectively, the "Inventions"), shall be immediatelyreported to the Company and shall be the exclusive property of the Company.  Employee shallperform, at the Company's request and expense, any and all acts and render any technicalassistance which the Company shall reasonably request that are necessary to vest the Companywith all right, title and interest in and to any such Inventions, including the filing,procurement and maintenance of any patent, trademark or copyright applications.  Whenappropriate or necessary, Employee shall also perform whatever services or assistance thatmay be reasonably requested by the Company to defend its position pertaining to any actionsagainst infringement of any patent, trademark or copyright issued in connection with theInventions or to protect and enforce the same.  Nothing in this Agreement shall be construedas an obligation upon the Company or any Company affiliate to develop or market anyInventions created by Employee pursuant to this Agreement.  Employee agrees that allInventions made, developed, created, conceived or reduced to practice by Employee during thecourse of rendering Services pursuant to this Agreement, whether or not such Invention isdeveloped on or off the premises of the Company, shall belong exclusively to the Company andshall be deemed to be works made for hire.

     6.     **General Provisions.**

          (a)      Notices.  Any notice to be given pursuant to this Agreement shall bein writing and, in the absence of receipted hand delivery, shall be deemed duly given whenmailed, if the same shall be sent by certified or registered mail, return receipt requested,or by a nationally recognized overnight courier, and the mailing date shall be deemed thedate from which all time periods pertaining to a date of notice shall run.  Notices shall beaddressed to the parties at the following addresses:

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               If to the Company, to:              EarthShell Corporation
                                                   800 Miramonte Drive
                                                   Santa Barbara, California 93109
                                                   Attention:  Simon K. Hodson

               If to Employee, to:                 Richard DiPasquale
                                                   2874 Redondo Avenue
                                                   Camarillo, California 93012
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          (b)    Successors and Assigns.  This Agreement shall be binding upon and shallinure to the benefit of the Company and any successors whether by merger, consolidation,transfer of substantially all assets or similar transaction, and it shall be binding uponand shall inure to the benefit of Employee and his heirs and legal representatives.  ThisAgreement is personal to Employee and shall not be assignable by Employee.

          (c)    Waiver of Breach.  No waiver of any breach of any of the provisions ofthis Agreement shall be deemed a waiver of any preceding or succeeding breach of the same orany other provisions hereof.  No such waiver shall be effective unless in writing and thenonly to the extent expressly set forth in writing.  All remedies available to either partyfor breach of this Agreement are cumulative and may be exercised concurrently or separately,and the exercise of any one remedy shall not be deemed an election of such remedy to theexclusion of other remedies.

          (d)    Entire Agreement/Amendment.  This Agreement, the ConfidentialityAgreement and any exhibits attached hereto or thereto constitute the entire agreementbetween the parties hereto with respect to the subject matter hereof, and shall supersedeall previous oral and written and all contemporaneous oral negotiations, commitments,agreements and understandings relating hereto.  Any amendment to this Agreement shall beeffective only if it is in writing and signed by the parties to this Agreement.  ThisAgreement supercedes the Consulting Agreement in its entirety (although the terms andprovisions of the Consulting Agreement shall survive and continue to govern the parties'consulting arrangement during any fiscal period ending on or prior to April 15, 2000).Except as set forth in the immediately preceding sentence, the Consulting Agreement ishereby terminated as of April 15, 2000.

          (e)    Applicable Law.  The validity of this Agreement and the interpretationand performance of all of its terms shall be construed and enforced in accordance with thelaws of the State of California without reference to choice or conflict of law principles.

          (f)    Severability.  Any provision of this Agreement that is deemed invalid,illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject tothis paragraph, be ineffective to the extent of such invalidity, illegality orunenforceability, without affecting in any way the remaining provisions hereof in suchjurisdiction or rendering that or any other provision of this Agreement invalid, illegal orunenforceable in any other jurisdiction.  If any covenant should be deemed invalid, illegalor unenforceable because its scope is considered excessive, such covenant shall be modifiedso that the scope of the covenant is reduced only to the minimum extent necessary to renderthe modified covenant valid, legal and enforceable.

          (g)    Arbitration.  Employee agrees that any disputes arising out of hisemployment, including any claims against officers, directors, shareholders, employees oragents of the Company, and including but not limited to any claims for alleged wrongfultermination, alleged breach of contract, and alleged discrimination of any type, shall befinally resolved by an arbitrator in the City of Santa Barbara, California, at the time suchdispute arises in accordance with the American Arbitration Association's Model EmploymentDispute Resolution Rules then in effect (including any state-specific rules applicable tothe place of Employee's primary place of employment with the Company at the time suchdispute arises).  Employee and the Company agree that judgment upon any award rendered bythe arbitrator may be entered in any court of competent jurisdiction and that the decisionsof the arbitrator within the scope of the submission shall be final and binding on allparties.  Employee agrees that the only exception to this mandatory arbitration agreementshall be that the Company may sue in court for injunctive relief and ancillary remedies forany alleged violation of Employee's obligation to respect and protect the Company'sconfidential information and Inventions as provided in the Confidentiality Agreement andthis Agreement.

          (h)    Further Assurances.  The parties agree to execute and deliver to eachother, upon request, any and all additional documents, instruments and advice necessary tobe filed, recorded or delivered in order to carry out the purposes of this Agreement.

          (i)    Injunctive Relief.  It is hereby understood and agreed that damagesshall be an inadequate remedy in the event of a breach by Employee of the provisions ofSection 5 of this Agreement and that any such breach by Employee will cause the Companyirreparable injury and damage.  Accordingly, Employee agrees that the Company shall beentitled, without waiving any additional rights or remedies otherwise available to theCompany at law or in equity or by statute, to injunctive relief, specific performance orother equitable remedies in the event of a breach or threatened breach by Employee of suchprovisions.

          (j)    Modifications.  No modifications to this Agreement shall be effectiveunless in writing and signed by both parties.

          (k)    Mutually Drafted.  This Agreement shall be deemed to have been mutuallydrafted and shall be construed fairly and in accordance with its terms.  No party shall beentitled to any presumption or construction in such party's favor as a result of any partyassuming the burden of memorializing the parties' agreement hereunder.

          (l)    Counterparts.  This Agreement may be executed in one or morecounterparts, each of which shall be deemed an original, and all of which together shallconstitute one and the same instrument.  Faxed signatures to this Agreement shall be bindingfor all purposes.

          (m)    Expenses.  Each party shall bear its own legal and other professionalexpenses, as well as any finder's or similar fees, in connection with the preparation,negotiation and execution of this Agreement.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date firstabove written.

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                                            EARTHSHELL CORPORATION,
                                            a Delaware corporation

                                            By:   /s/ Simon K. Hodson
                                               ----------------------

                                            Title:

                                            RICHARD DIPASQUALE

                                                /s/ R. M. DiPasquale
                                            ------------------------
_______________________________________________________________________________________
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