<PAGE>

                                AMENDED AND RESTATED

                                  LICENSE AGREEMENT


     THIS AMENDED AND RESTATED LICENSE AGREEMENT (the "Agreement") is made 
upon and shall be effective as of this 28th day of February, 1995, by and 
between E. KHASHOGGI INDUSTRIES, a California general partnership ("EKI"), 
and EARTHSHELL CONTAINER CORPORATION, a Delaware corporation ("ECC").

                                      RECITALS:

     A.   EKI is the owner of certain technology related to cementitious and
inorganically filled containers for the packaging, storing, portioning and
dispensing of food or beverages and cementitious and inorganically filled
compositions formed in sheets or rolls and which can be converted into food or
beverage containers.

     B.   EKI is the owner of additional technology which deals with
hydraulically settable or inorganically filled compositions and the methods of
using and manufacturing such compositions.

     C.   EKI is the owner of certain know-how, trade secrets and other
proprietary information and data which are related or complementary to such
technologies.

     D.   Pursuant to the terms of that certain License Agreement, dated
February 24, 1993 (the "License Agreement"), EKI has granted ECC an exclusive,
worldwide, royalty-bearing license to manufacture, use, sell, sublicense and
otherwise commercialize the cementitious and inorganically filled compositions,
as well as certain food service disposables which employ or utilize such
aforesaid technologies or proprietary information.

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     E.   Pursuant to the terms of the License Agreement, EKI also has granted
ECC a non-exclusive, worldwide license to use certain trademarks owned by EKI in
connection with cementitious and inorganically filled sheet products and the
food service disposables covered by the license granted hereunder. 

     F.   EKI and ECC desire further to amend, restate and supersede the License
Agreement as set forth herein. 


                                      AGREEMENT:

     NOW, THEREFORE, in consideration of the foregoing Recitals, and the mutual
promises and covenants set forth herein, together with other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby amend, restate and supersede the License Agreement in its
entirety as amended to the date hereof so as to provide as follows:

     1.   DEFINITIONS.  The capitalized terms used herein shall have the
meanings set forth below:

          (a)  The term "Affiliate" shall mean, with respect to any given entity
(which includes without limitation any company, organization, or person), any
other entity directly or indirectly controlling, controlled by, or under direct
or indirect common control with such given entity.  For purposes of this
definition, the ownership of a twenty-five percent (25%) or greater equity
interest in an entity shall be deemed control of such entity, and the ownership
of less than a twenty-five percent (25%) equity interest in an entity (absent
any other exercise of control) shall 

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<PAGE>

be deemed not to be control of such entity. Unless indicated to the contrary, 
the terms "EKI" and "ECC" shall also include their respective Affiliates.

          (b)  The term "Moldable Compound Technology" shall mean all of the 
confidential, secret, or proprietary technology involving inorganically 
filled composites, including moldable compounds (both foam and non-foam 
applications), articles manufactured from inorganically filled composites, 
the compositions and uses of such inorganically filled composites or articles 
made therefrom, and apparatus and methods for manufacturing same, which are 
described or claimed in (i) any of the patents or patent applications listed 
in Exhibit "B" hereto, including without limitation, any continuations, 
divisionals or continuations-in-part, reissues and extensions thereto, any 
patents issued therefrom, and (ii) any future patent applications under the 
Patent Cooperation Treaty, any future European Patent applications, and/or 
any future national patent applications in or for any country that are based 
on any of the applications listed in Section B or D of Exhibit "B" hereto, 
and any patents issued therefrom.

          (c)  The term "ALI-ITE-TM- Paper" shall mean any sheet, roll or raw
stock product that is capable of being substituted for paper or paper board and
other applications, which is manufactured by ECC or a sublicensee pursuant to
this Agreement and which utilizes or incorporates, in whole or in part, any
portion of the Technology.

          (d)  The term "ALI-ITE-TM- Paper Technology" shall mean all of the 
proprietary technology involving hydraulically settable or inorganically 
filled sheets, articles made from hydraulically settable or inorganically 
filled sheets, and apparatus and methods for manufacturing same, which are 
described or claimed in (i) any of the patents or patent applications listed 
in Exhibit "C", including without limitation, any continuations, divisionals 
or continuations-in-part, reissues 

                                  - 3 -

<PAGE>

and extensions thereto, and any patents issued therefrom, and (ii) any future 
patent applications under the Patent Cooperation Treaty, any future European 
Patent applications, and/or any future national patent applications in or for 
any country that are based on any of the applications listed in Sections B or 
D of Exhibit "C" hereto, and any patents issued therefrom.

          (e)  The term "Core Technology" shall mean all of the proprietary
technology involving hydraulically settable or inorganically filled compositions
which are described or claimed in (i) any of the patents or patent applications
listed in Exhibit "A" hereto, including without limitation, any continuations,
divisionals or continuations-in-part, reissues and extensions thereto, and any
patents issued therefrom, and (ii) any future patent applications under the
Patent Cooperation Treaty, any future European Patent applications, and/or any
future national patent applications in or for any country that are based on any
of the applications listed in Section B or D of Exhibit "A" hereto, and any
patents issued therefrom.

          (f)  The term "Design Improvement" shall mean any improvement to the
physical shape, ornamental design or configuration of Food Service Disposables.

          (g)  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 

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<PAGE>

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 "F" 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 "F" 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 "F" 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 

                                  - 5 -

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shall act as arbiter in any arbitration proceeding involving a dispute as to 
the definition of Food Service Disposable.

          (h)  The term "Product Improvement" shall mean any improvement,
refinement or change, whether patentable or unpatentable and irrespective of
whence derived, relating in whole or in part to the composition, formulation or
use of a Food Service Disposable or the Technology, including any improvement,
development or change relating to a Food Service Disposable by process (I.E.,
any change in the processing of a Food Service Disposable which yields a
materially different Food Service Disposable), such as a change in chemical
composition, change in physical characteristics or properties brought about by
substitution or replacement of elements or components, change in method of
formulation, change in rheology, etc.  The term "Product Improvement" shall not
include Design Improvements.

          (i)  The term "Process Improvement" shall mean any improvement,
refinement or change, whether patentable or unpatentable and irrespective of
whence derived, relating in whole or part to the Technology or a Food Service
Disposable which involves an apparatus, machine or process so long as such
improvement, development or change does not materially alter the finished Food
Service Disposable, but rather yields a more efficient production of a Food
Service Disposable.  The term "Process Improvement" shall also include any
development, refinement, improvement or change relating in whole or in part to
the application of materials, chemical compositions, coatings or other
substances, including the processes of application, to a Food Service Disposable
after the finish trim and forming or conversion of the Food Service Disposable
is completed.

          (j)  The term "Technology" shall refer collectively to the Core
Technology, the ALI-ITE-TM- Paper Technology, the Moldable Compound Technology
and the Trade Secrets.

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<PAGE>

          (k)  The term "Trade Secrets" shall mean all proprietary information
and know-how owned by or licensed to EKI now or in the future that is or can be
utilized in the manufacture, use, or sale of ALI-ITE-TM- Paper or Food Service
Disposables, including without limitation the items described in Exhibit "D"
hereto (which is incorporated herein).

     2.   THE LICENSE.

          (a)  Subject to the terms and conditions set forth in this Agreement,
EKI hereby grants to ECC an exclusive (even as to EKI), worldwide license (the
"License") to make, use, sell and otherwise commercialize the Food Service
Disposables.  The License includes the right to utilize the Technology to make,
use, sale or otherwise commercialize ALI-ITE-TM- Paper for conversion into Food
Service Disposables.  The License may not be utilized by ECC for any purpose
other than to implement and carry out the development, manufacture, marketing,
distribution, use and sale of ALI-ITE-TM- Paper and/or Food Service Disposables
in accordance with the terms and conditions set forth in this Agreement.  The
License shall be irrevocable except as specifically provided in this Agreement.

          (b)  Pursuant to the License, ECC shall have the right to grant
sublicenses.  No later than five (5) business days prior to entering into a
sublicense agreement, ECC shall notify EKI of the proposed sublicense
arrangement, provide EKI with a copy of the proposed sublicense agreement and
provide EKI with such additional information as EKI may reasonably request. 
Each sublicense shall impose upon the sublicensee duties and obligations similar
to the applicable provisions of paragraphs 4, 5, 6, 8, 9(a), 9(c), 9(d), 13(b),
14, 15, 16, 17, 18, and 19 hereof.  ECC shall use its reasonable best efforts to
cause the full and complete performance by ECC's sublicensees of all of such
sublicensees' obligations under sublicense agreements granted pursuant 

                                  - 7 -

<PAGE>

to this subparagraph.  EKI hereby acknowledges that ECC has complied with all 
of its obligations under this subparagraph 2(b) and under subparagraph 2(b) 
of the License Agreement with respect to all sublicense agreements granted by 
ECC prior to the effective date of this Agreement.

          (c)  ECC shall be permitted to assign, without the consent of EKI,
all, but not less than all, of its rights, duties and obligations under this
Agreement in connection with the sale of its entire or substantially its entire
business, whether by merger, consolidation, sale of stock, sale of all or
substantially all assets or otherwise.  

          (d)  ECC shall be permitted to grant security interests in its rights
under this License to secure favorable loan financing.

          (e)  Except as set forth in subparagraphs 2(b), 2(c) and 2(d) hereof,
ECC shall have no right to sublicense, assign, pledge, transfer or otherwise
hypothecate in any fashion any interest in or rights under the License, without
the prior written consent of EKI, which shall not be unreasonably withheld.  Any
purported transfer in violation of the terms of this paragraph 2 shall be void
and shall constitute a material breach of ECC's obligations hereunder within the
meaning of paragraph 16(c) hereof. 

     3.   FEES.     As consideration for the grant of the License, ECC shall pay
to EKI the amount of $1,000 upon the execution of this Agreement.  Upon the
payment of such amount, the License granted hereunder shall be deemed fully
paid-up for the entire term hereof.

     4.   RIGHT TO AUDIT.  ECC shall keep and maintain complete and accurate
records concerning all aspects of the manufacture and sale of the ALI-ITE-TM-
Paper and Food Service Disposables.  EKI shall have the right, at its expense,
to cause those records of ECC which deal with the design, manufacture, shipment
and sale of the ALI-ITE-TM- Paper or Food Service Disposables 

                                  - 8 -

<PAGE>

to be reviewed by such independent accountants, engineers and other 
representatives (the "Representatives") as may be selected by EKI from time 
to time.  Such reviews may take place only during the normal business hours 
of ECC and only upon written notice to ECC given at least three (3) business 
days  prior to such review.  The Representatives conducting such review shall 
be required to execute a confidentiality agreement, reasonably satisfactory 
in form and content to counsel for ECC, pursuant to which the Representatives 
shall agree that they will not disclose or use the information obtained 
pursuant to such review to or for the benefit of any person or entity except 
EKI.

     5.   IMPROVEMENTS.

          (a)  PRODUCT IMPROVEMENTS.  If, while the License remains in effect,
ECC (or any of its sublicensees) should develop or acquire any Product
Improvement, ECC shall notify EKI of such Product Improvement within a
reasonable time of and in no event more than ninety (90) days after its
development and shall provide EKI with access to all information concerning such
Product Improvement as EKI shall reasonably request; provided, however, that all
such information shall be confidential and shall be subject to all restrictions
on disclosure as set forth in this Agreement or otherwise arising.  ECC shall
assign to EKI all rights, title and interest in the Product Improvement for an
assignment fee of $1,000.00, and EKI shall grant back to ECC an exclusive,
world-wide, license to make, use and sell the Product Improvement in connection
with Food Service Disposables as if the Product Improvement were originally
within the scope of this Agreement.  No additional royalty shall be required for
the exclusive license of the Product Improvement.


                                  - 9 -
<PAGE>

          (b)  PROCESS IMPROVEMENTS.  If, while the License remains in effect,
ECC (or any of its sublicensees) should develop or acquire any Process
Improvement, then ECC will notify (within a reasonable time not to exceed ninety
(90) days) EKI of the development of the Process Improvement and shall provide
EKI with access to all information concerning such Process Improvement as EKI
shall reasonably request; provided, however, that all such information shall be
confidential and shall be subject to all restrictions on disclosure as set forth
in this Agreement.  ECC shall grant to EKI an exclusive, royalty-free license
(including the right to further sublicense) to make, use and sell the Process
Improvement for any use or purpose other than in connection with Food Service
Disposables in any territory for an assignment fee of $1,000.00.    

          (c)  IMPROVEMENTS TO PRODUCT CONFIGURATION.  The rights to any 
Design Improvements shall be owned by the party that develops such Design 
Improvements. 

          (d)  EKI DEVELOPED AND JOINTLY DEVELOPED PRODUCT, PROCESS AND DESIGN
IMPROVEMENTS.  Any Product Improvements, Process Improvements or Design
Improvements developed by EKI during the term of this Agreement (hereinafter
referred to as "EKI Improvements") and any Product Improvements, Process
Improvements or Design Improvements developed jointly by EKI and ECC during the
term of this Agreement (hereinafter referred to as "Jointly Developed
Improvements") shall be owned by EKI and, except as otherwise provided in this
Agreement, may be disclosed and/or licensed by EKI to third parties at EKI's
discretion in relation to uses or purposes other than in connection with Food
Service Disposables.  Any Jointly Developed Improvements shall be deemed to be
licensed to ECC under this Agreement, shall be deemed  to be included within the
definition of Technology, and shall be subject to all of the terms, conditions
and restrictions of this Agreement applicable to the Technology.

                                  - 10 -

<PAGE>

          (e)  DISCLOSURE OF PRODUCT IMPROVEMENTS AND PROCESS IMPROVEMENTS.  
EKI shall promptly disclose to ECC (i) all Product Improvements and all 
Process Improvements that may be developed solely by EKI during the term of 
this Agreement and (ii) unless contractually restricted from doing so by any 
agreement EKI may have with a third party, all Product Improvements and all 
Process Improvements that may be developed jointly by EKI and a third party 
or otherwise acquired by EKI or licensed to EKI (along with the right to 
sublicense such improvements) during the term of this Agreement.  All such 
Product Improvements and Process Improvements that may be disclosed by EKI to 
ECC pursuant to this subparagraph shall be deemed to be licensed to ECC under 
this Agreement, shall be deemed to be included within the definition of 
Technology, and shall be subject to all of the terms, conditions and 
restrictions of this Agreement applicable to the Technology.  

     6.   PATENT MATTERS.     

          (a)  PATENT RIGHTS FOR THE TECHNOLOGY.  EKI shall have the 
exclusive right (but not the obligation) to seek and obtain patent protection 
for the Technology both in the United States and in all foreign 
jurisdictions; provided, however, that EKI will use commercially reasonable 
efforts to prosecute the pending United States patent applications listed on 
Exhibits "A"-"C" hereto. All decisions concerning the process of seeking and 
obtaining such patent protection shall be within the sole and exclusive 
discretion of EKI, including but not limited to decisions concerning those 
jurisdictions in which such protection shall be sought and the identity of 
legal counsel and other professionals who will be retained to assist EKI in 
seeking such protection. ECC shall pay or reimburse EKI for all costs and 
expenses associated with filing, prosecuting, and maintaining patent and 
patent applications (both domestic and foreign) directed to any of the 
following (i) compositions 

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(whether cement-based or non-cement-based) capable of use in Food Service 
Disposables, (ii) methods of using compositions (whether cement-based or 
non-cement-based) as Food Service Disposables, or (iii) methods of 
manufacturing either Food Service Disposables or cement-based or 
non-cement-based compositions.  Except as provided in the following sentence, 
EKI shall pay all costs and expenses associated with filing, prosecuting, and 
maintaining patent and patent applications (both domestic and foreign) other 
than those within the scope of the preceding sentence.  However, if ECC 
requests, in writing specifically referring to this subparagraph, that EKI 
seek patent protection for the Technology in particular jurisdictions, and if 
EKI determines in its reasonable discretion that seeking such protection will 
not adversely affect its use of or rights to the technology in question, EKI 
will seek the protection requested by ECC, provided that all costs and 
expenses associated with filing, prosecuting and maintaining such patent 
protection shall be paid by ECC.  Any and all patents which are obtained 
under this paragraph shall be and shall remain the sole and exclusive 
property of EKI, subject only to the License. EKI shall keep ECC fully and 
promptly informed of the status of the prosecution of each patent application 
provided for by this paragraph and shall consult with ECC on all material 
aspects of the prosecution of each such application; provided, however, that 
the final decisions in regard to all amendments to and abandonment of such 
patent applications shall be made by EKI, in its sole discretion.

          (b)  PATENT RIGHTS FOR PRODUCT IMPROVEMENTS.  EKI shall have the right
to seek patent protection for any Product Improvement at its own cost and
expense.  In the event that EKI does not seek patent protection for a Product
Improvement, ECC may elect to seek patent protection for the Product Improvement
at ECC's own cost and expense.  In the event that neither EKI nor ECC seeks
patent protection for a Product Improvement, then a sublicensee may elect to do
so 

                                  - 12 -

<PAGE>

at its own cost and expense.  ECC shall provide, and shall require its
sublicensees to provide, to EKI or its assignee such assistance as may be
reasonably requested, from time to time, in connection with such efforts,
including the execution of any documents necessary to obtain and maintain such
patent protection; provided, however, that EKI or its assignee will reimburse
ECC or its sublicensee, as the case may be, for any out-of-pocket fees and
expenses reasonably incurred in providing such assistance.  The parties shall
keep each other informed of the status of the prosecution of each patent
application which a party elects to pursue and shall consult with each other on
all material aspects of the prosecution of such application, although all final
decisions in regard to a patent application shall remain within the sole
discretion of the party who is prosecuting such patent application.

          (c)  PATENT RIGHTS FOR PROCESS IMPROVEMENTS.  An ECC sublicensee shall
have the right to seek patent protection for any Process Improvement at its own
cost and expense.  In the event that a sublicensee does not seek patent
protection for a Process Improvement, ECC may elect to seek patent protection
for the Process Improvement at ECC's own cost and expense.  In the event that
neither ECC nor a sublicensee elects to seek patent protection for a Process
Improvement,  ECC shall promptly notify EKI in writing, and EKI shall have the
option, for a period of ninety (90) days after its receipt of such written
notice, to acquire by assignment from ECC or its sublicensee, as the case may
be,  all rights, title and interests in and to the Process Improvement in
question, including the right to seek patent protection in EKI's name or its
designee, in consideration of a single lump-sum payment of One Thousand Dollars
($1,000.00).  In the event EKI exercises the option provided for in the
preceding sentence, ECC and/or sublicensee, as the case may be, shall provide to
EKI or its designee such assistance as may reasonably be requested, from time to
time, in connection with EKI's or its designee's efforts to obtain protection of
the 

                                  - 13 -

<PAGE>

Process Improvement in question, including the execution of any documents
necessary to obtain and maintain such patent protection; provided, however, that
EKI or its assignee will reimburse ECC and/or its sublicensee, as the case may
be, for any out-of-pocket fees and expenses reasonably incurred in providing
such assistance.  The parties shall keep each other informed of the status of
the prosecution of each patent application which a party elects to pursue and
shall consult with each other on all material aspects of the prosecution of such
application, although all final decisions in regard to a patent application
shall remain within the sole discretion of the party who is prosecuting such
patent application.

          (d)  In the event EKI elects to abandon any pending application within
the scope of the Technology, EKI shall provide timely notice of such election to
ECC, and ECC may elect to assume responsibility for further prosecution of any
such patent application at ECC's own cost and expense.  In the event EKI elects
to abandon any such pending patent application and ECC elects to assume
responsibility for prosecution of such patent application, EKI shall, upon
written request from ECC, grant to ECC an irrevocable, nonexclusive and fully
paid up license to utilize the teachings of such patent application, including
an irrevocable, nonexclusive and fully paid up license under any and all patents
that may issue based on such patent application.  Similarly, in the event EKI
elects not to continue payment of maintenance fees with respect to any issued
patent within the scope of the Technology, EKI shall provide timely notice of
such election to ECC, and ECC may elect to assume responsibility for payment 
of all future maintenance fees with respect to such issued patent at ECC's 
own cost and expense.  In the event EKI elects not to pay maintenance fees 
with respect to any such issued patent and ECC elects to assume 
responsibility for payment 


                                   - 14 -
<PAGE>

of all future maintenance fees for such issued patent, EKI shall, upon 
written request from ECC, grant to ECC an irrevocable, nonexclusive and fully 
paid up license under such issued patent. 

     7.   ADDITIONAL FOOD SERVICE DISPOSABLES.

          (a)  It is recognized and understood by the parties to this Agreement
that, in addition to the Food Service Disposables and ALI-ITE-TM- Paper licensed
under this Agreement, EKI has sought and will continue to seek patent and trade
secret protection for, and intends to license to others, a broad range of other
uses and products incorporating its microstructurally engineered compositions,
formulations, and materials.  Nevertheless, if, during the term of this
Agreement, ECC determines that  there exists a commercially feasible use,
application, function, or purpose for the compositions, formulations, or
materials which are in whole or in part disclosed (even though not claimed) in
the Technology, whether patentable or unpatentable, and which have no
substantial use as Food Service Disposables (hereinafter "New Use"), ECC shall
give written notice of such New Use to EKI (the "New Use Notice").  By way of
example and illustration only, a sublicensee of ECC may determine that there is
a commercial market for making and selling packages or containers for electrical
components or other articles not included in the definition of Food Service
Disposables from the same cementitious composition which it uses to make Food
Service Disposables under this Agreement.  In this situation, the New Use would
be using EKI's cementitious compositions in the manufacture of such packages or
containers.

          (b)  If EKI does not have any existing intellectual property 
protection (whether in the form of a patent application, a trade secret, or 
the subject of previous or continuing research and development) relating to 
the New Use, ECC shall use reasonable efforts to obtain for EKI the exclusive 
right to negotiate, for a period of ninety (90) days after the New Use 
Notice, with the

                                  - 15 -

<PAGE>


entity which developed the New Use in order to obtain a license which will 
authorize EKI to manufacture, use, sell, and commercialize the New Use.  ECC 
will negotiate in good faith the terms of the license for the New Use.  In 
the event that EKI is seeking or has been granted patent protection on the 
compositions, formulations, or materials to be  incorporated into the New 
Use, EKI may at its option negotiate with ECC or its sublicensee for a 
license to incorporate EKI's compositions into the New Use.

     8.   INFRINGEMENT MATTERS.

          (a)  EKI and ECC promptly will notify each other of any apparent 
infringement of the Technology or the Trade Secrets, or of the Trademarks, 
which comes to their attention while the License remains in effect. If any 
such apparent infringement affects the use and application by ECC and/or its 
sublicensees of the License, ECC shall have the option, at its sole cost and 
expense, to bring suit to enjoin such infringement and to recover damages 
therefor.  In any action brought by ECC pursuant to this paragraph, ECC shall 
select and control counsel for the prosecution of such suit.  EKI shall (i) 
have the right to receive, from time to time, full and complete information 
from ECC concerning the status of such suit, (ii) have the right, at its own 
expense, to be represented therein by counsel in an advisory or consultive 
capacity, and (iii) cooperate fully with ECC and provide whatever assistance 
is reasonably requested by  ECC in connection with such suit, including the 
preparation and signing of documents.  Any and all damages collected as the 
result of any such suit shall be paid, first, to ECC and EKI to reimburse 
them for their actual costs incurred as a direct result of such suit, with 
any balance to be treated, for all purposes, as compensation received by ECC 
from the sale of Food Service Disposables.  ECC shall not have the right to 
settle any infringement suit described in this subparagraph without the prior 
written  consent of EKI, which

                                  - 16 -

<PAGE>

consent shall not be unreasonably withheld.  If ECC believes the suit is without
merit, is not economically justifiable, or for any other reason does not wish to
pursue the infringement, it shall notify EKI of its decision not to bring action
against the apparent infringer.  Such notice by ECC must be given within 30 days
of the date upon which ECC is notified of the infringement in question.  If ECC
elects, for any reason, not to pursue the apparent infringement under this
subparagraph, EKI shall have the right to bring suit to enjoin such infringement
and to recover damages therefor.

          (b)  In any action brought pursuant to paragraph 8(a) hereof, the 
party initiating the suit (the "Initiating Party") shall select and control 
counsel for the prosecution of such suit. The other party hereto (the 
"Non-Initiating Party") shall (i) have the right to receive, from time to 
time, full and complete information from the Initiating Party concerning the 
status of such suit, (ii) have the right, at its own expense, to be 
represented therein by counsel in advisory or consultative capacity, and 
(iii) cooperate fully with the Initiating Party and provide whatever 
assistance is reasonably requested by the Initiating Party in connection with 
such suit, including the preparation and signing of documents.  The 
Initiating Party shall not have the right to settle any infringement suit 
described in paragraph 8(a) hereof, without the prior written consent of the 
Non-Initiating Party, which consent shall not be unreasonably withheld.  The 
costs and expenses, including attorneys' fees, of the Initiating Party in any 
unsuccessful action alleging infringement will be borne by the Initiating 
Party, but the costs and expenses, including attorneys' fees, of the 
Initiating Party in any successful infringement action will be borne by the 
Initiating Party and Non-Initiating Party in proportion to the amount of 
damages awarded to each by the court. In no event, however, will the 
Non-Initiating Party be obligated to reimburse the costs and expenses, 
including 

                                  - 17 -

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attorneys' fees, of the Initiating Party in an amount in excess of the 
damages awarded to the Non-Initiating Party in such action.

          (c)  The parties shall promptly notify each other of any claim of 
infringement and of the commencement  of any lawsuit against EKI, ECC, ECC's 
sublicensees, or any customers of the foregoing, for the infringement of any 
patent or other intellectual property right held by a third party which is 
based upon the manufacture, use or sale of the Food Service Disposables or 
ALI-ITE-TM-Paper pursuant to the License.  With respect to only EKI and ECC, 
ECC shall have the obligation to defend and control the defense of any such 
lawsuit, at its sole cost and expense.  EKI will assist ECC, without cost to 
ECC, in the defense of such suit or action, by providing information and fact 
witnesses as needed. EKI shall have the right to be represented in such suit 
or action by its own legal counsel, at its own expense, provided that such 
legal counsel will act only in an advisory capacity, except as provided 
elsewhere in this paragraph. If ECC fails to assume the defense of any 
infringement lawsuit described in this subparagraph, EKI shall have the 
right, but not the obligation, to assume the defense of such lawsuit 
utilizing legal  counsel of its choice.  Additionally, ECC and its 
sublicensees will indemnify and hold EKI harmless from and against, and 
hereby assume liability for the payment of any and all loss, liability or 
damage, and for all costs and expenses, including reasonable costs of 
investigation and reasonable attorneys, accountants and expert witness fees 
(collectively "Losses") that may be imposed upon, suffered or incurred by EKI 
as a consequence of or in connection with any lawsuit described in this 
subparagraph, but only to the extent that such lawsuit is based upon the 
manufacture, use or sale of the Food Service Disposables or ALI-ITE-TM- Paper 
pursuant to the License.  No lawsuit referred to in this subparagraph 

                                  - 18 -

<PAGE>

shall be settled without the prior written consent of EKI, which consent 
shall not be unreasonably withheld. 

     9.   ADDITIONAL DUTIES OF THE ECC.  In addition to, and not in 
limitation of, the other duties and obligations of ECC, as set forth in this 
Agreement, ECC shall:

          (a)  Use commercially reasonable efforts to diligently exploit the 
License by actively and aggressively manufacturing, marketing, advertising or 
selling the Food Service Disposables and ALI-ITE-TM- Paper in the United 
States and appropriate foreign jurisdictions.

          (b)  Use commercially reasonable efforts to seek and obtain 
qualified sublicensees or joint venturers, both in the United States and in 
appropriate foreign jurisdictions, for the manufacture, marketing, sale and 
distribution of the Food Service Disposables and ALI-ITE-TM- Paper.

          (c)  If ECC becomes a publicly traded corporation or becomes 
otherwise required to publicly disseminate its financial statements, ECC 
shall provide EKI with annual financial reports of ECC which are published 
and detail ECC's annual earnings and statement of net worth for the preceding 
calendar or fiscal year. If ECC is required to file financial reports with 
the S.E.C., then ECC may provide EKI with copies of those financial reports 
required to be filed with the S.E.C. in lieu of the foregoing.

          (d)  Forty-five (45) days after the final day of each of ECC's 
calendar or fiscal quarter end (the "Quarter"), ECC shall deliver to EKI a 
written report (the "Development Report"), which shall set forth, in 
reasonable detail, the scope and results of all research and development 
activities relating to the Technology, the Food Service Disposables and/or 
the ALI-ITE-TM-Paper undertaken by ECC or a sublicensee (as reported to ECC) 
during the Quarter, which report shall also set forth, in reasonable detail, 
a description of all marketing activities for the Technology, 

                                  - 19 -

<PAGE>

the Food Service Disposables and/or the ALI-ITE-TM- Paper undertaken during 
the Quarter by ECC or a sublicensee (as reported to ECC).  The Development 
Reports shall be certified as correct and accurate, to ECC's knowledge and 
belief, by an appropriate officer of ECC.

     10.  REPRESENTATIONS AND WARRANTIES OF EKI.  EKI hereby represents and
warrants to ECC that:

          (a)  EKI is a general partnership duly organized, validly existing 
and in good standing under the laws of the State of California.  EKI has all 
requisite partnership power and authority to own, operate and lease its 
properties and to carry on its business as now being conducted, and is duly 
qualified to do business in every jurisdiction wherein the nature of the 
business conducted or the assets owned or leased by it make such 
qualification material to the conduct of its business.

          (b)  EKI has all requisite partnership power and authority to enter 
into this Agreement and to perform its obligations hereunder, including but 
not limited to the right to license the Technology.  This Agreement has been 
duly and validly authorized, executed and delivered by EKI and, assuming the 
due authorization, execution and delivery by ECC, is the legal, valid and 
binding obligation of EKI, enforceable against it in accordance with its 
terms, subject only to bankruptcy, insolvency, reorganization, moratorium and 
other laws relating to or affecting creditors' rights generally and to 
general principles of equity.

          (c)  To the best knowledge of EKI, no person, firm or entity has 
made any claims or threatened, in writing or otherwise, that EKI is in 
violation of or has infringed any patent, patent license, trade name, 
trademark, service mark, brand mark, brand name, copyright, know-how, formula 
or other proprietary or trade rights of such third party as they relate to 
the Technology.  

                                  - 20 -

<PAGE>

To the best of EKI's present knowledge and belief, the use of the Technology 
in the manufacture of the Food Service Disposables and/or ALI-ITE-TM- Paper 
pursuant to the terms of this Agreement will not constitute infringement of 
the proprietary rights of any third party.  Except as provided in this 
subparagraph, EKI makes no representation or warranty as to the ownership or 
validity of the Technology.

          (d)  To the best knowledge of EKI, the execution, delivery and 
performance of this Agreement by EKI and the consummation by it of the 
transactions contemplated hereby will not (i) constitute a violation (with or 
without the giving of notice or lapse of time) of any provision of applicable 
law, (ii) require any consent, approval or authorization of any person or 
governmental authority, (iii) result in a default under, acceleration or 
termination of, or the creation in any party of the right to accelerate, 
terminate, modify or cancel any agreement, lease, franchise, permit, note or 
other restriction, encumbrance, obligation or liability to which EKI is a 
party or by which it is bound or to which any of its assets are subject, (iv) 
result in the creation of any lien or encumbrance upon EKI's assets, (v) 
conflict with, result in the breach of, or constitute a default under any 
provision of EKI's partnership agreement, or (vi) conflict with, result in a 
tortious interference as a result of such conflict with, or otherwise 
violate, any material contract or arrangement between EKI and any other 
person.  The representation and warranty given in this subparagraph shall not 
be deemed or construed to expand or modify the representation and warranty 
given by EKI in subparagraph 10(c) hereof.

          (e)  Neither EKI, nor anyone acting on its behalf, has taken any
action relating to any broker, finder, consultant or other expert which could
result in the imposition upon ECC 

                                      -21-
<PAGE>

of any obligation to pay a fee to any broker, finder, consultant or similar 
expert in connection with the transactions contemplated hereby.

          (f)  EKI owns the entire right, title and interest in and to the 
patents and patent applications set forth in Exhibits A, B and C hereto.

     11.  REPRESENTATIONS AND WARRANTIES OF ECC.  ECC hereby represents and 
warrants to EKI that:

          (a)  ECC is a corporation duly organized, validly existing and in 
good standing under the laws of the State of Delaware.  ECC has all requisite 
corporate power and authority to own, operate and lease the properties and to 
carry on its business as now being conducted, and is duly qualified to do 
business in every jurisdiction wherein the nature of the business conducted 
or the assets owned or leased by it make such qualification material to the 
proper conduct of its business.

          (b)  ECC has all requisite corporate power and authority to enter 
into this Agreement and to perform its obligations hereunder.  This Agreement 
has been duly and validly authorized, executed and delivered by ECC and, 
assuming the due authorization, execution and delivery by EKI, is a legal, 
valid and binding obligation of ECC, enforceable against it in accordance 
with its terms, subject only to bankruptcy, insolvency, reorganization, 
moratorium and other laws relating to or affecting creditors' rights 
generally and to general principles of equity.

          (c)  To the best knowledge of ECC, the execution, delivery and
performance of this Agreement by ECC and the consummation by it of the
transactions contemplated hereby will not (i) constitute a violation (with or
without the giving of notice or lapse of time) of any provision of applicable
law, (ii) require any consent, approval or authorization of any person or

                                     -22-
<PAGE>

governmental authority, (iii) result in a default under, acceleration or 
termination of, or the creation in any party of the right to accelerate, 
terminate, modify or cancel, any agreement, lease, franchise, permit, note or 
other restriction, encumbrance, obligation or liability to which ECC is a 
party or by which it is bound or to which any of its assets are subject, (iv) 
result in the creation of any lien or encumbrance upon ECC's assets, (v) 
conflict with, result in the breach of, or constitute a default under any 
provision of ECC's Certificate of Incorporation or Bylaws, or (vi) conflict 
with, result in tortious interference as a result of such conflict with, or 
otherwise violate, any contract or arrangement between ECC and any other 
person.

          (d)  Neither ECC, nor anyone acting on its behalf, has taken any 
action relating to any broker, finder, consultant or other expert which could 
result in the imposition upon EKI of any obligation to pay a fee to any 
broker, finder, consultant or similar expert in connection with the 
transactions contemplated hereby.

     12.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  The representations 
and warranties of the parties, as set forth herein, shall be true and 
accurate as of the effective date of this  Agreement, and shall survive the 
execution of this Agreement.

     13.  INDEMNIFICATION.

          (a)  EKI shall defend, indemnify and hold ECC harmless from and
against, and hereby assumes liability for the payment of any and all loss,
liability or damage, and for all costs and expenses (including reasonable costs
of investigations and reasonable attorneys, accountants, and expert witness
fees) that may be imposed upon, suffered or incurred by, or successfully
asserted against ECC as a consequence of or in connection with any claim (i)
that may be asserted against ECC that the Technology infringes the valid patent
and trade secret rights of any third party, (ii) 

                                      -23-
<PAGE>

that may be asserted against ECC based on a breach of any representations or 
warranties set forth in paragraph 10 hereof, or (iii) based on the negligence 
or willful misconduct of EKI.

          (b)  ECC shall defend, indemnify and hold EKI harmless from and 
against, and hereby assumes liability for the payment of any and all loss, 
liability or damage, and for all costs and expenses (including reasonable 
costs of investigations and reasonable attorneys, accountants, and expert 
witness fees) that may be imposed upon, suffered or incurred by, or 
successfully asserted against EKI as a consequence of or in connection with 
any claim or liability, other than those expressly set forth in subparagraph 
13(a) hereof, arising out of or as a consequence of this Agreement, 
including, but not limited to, any product liability claims that may be 
asserted against EKI in relation to any Food Service Disposables 
manufactured, marketed, distributed, used and/or sold by ECC pursuant to this 
Agreement.   In the event any action, suit or proceeding is brought against 
EKI with respect to which there may be indemnification pursuant to this 
subparagraph, the defense of such action, suit or proceeding (including all 
settlements and arbitrations, trials, appeals or other proceedings) shall be 
conducted by ECC at its sole cost and expense through legal counsel selected 
by ECC.  EKI shall have the right to participate in such defense at their own 
expense through legal counsel of their choice.  If ECC fails to defend any 
such action, suit or proceedings, for any reason, such failure shall 
constitute a material breach of this Agreement by ECC, and EKI may undertake 
defense of such action, suit or proceeding, through legal counsel of their 
choice at the sole cost and expense of ECC (provided such legal costs and 
expenses are reasonable under the circumstances).  The parties shall make 
available to one another, their legal counsel and accountants, all 
information and documents reasonably available to them which relate to such 
action, suit or proceeding and shall render such other assistance as they may 
reasonably 

                                      -24-
<PAGE>

require of one another in order to insure the proper and adequate defense of 
any such action, suit or proceeding.

          (c)  Neither party shall have any liability to the other party 
pursuant to an indemnity provided by this paragraph unless and until the 
aggregate amount of all indemnified losses suffered or incurred by such 
indemnified party after the effective date hereof equals or exceeds $100,000 
(U.S. Dollars), at which time the indemnifying party shall be obligated to 
pay the indemnified party the full amount of all indemnified losses, 
including such initial $100,000 (U.S. Dollars) in losses.  The amount of 
indemnity payable pursuant to this paragraph shall be calculated after giving 
affect to any insurance proceeds actually received by the indemnified party 
provided that neither party shall subrogate to any insurance carrier any 
rights or claims which it may have against the other party.

     14.  PRODUCT LIABILITY INSURANCE.  In addition to the indemnification
provided under subparagraph 13(b) hereof, ECC shall obtain, and shall maintain
during the entire term of this Agreement, a product liability insurance policy
with a reputable insurance carrier reasonably acceptable to EKI.  For United
States carriers, such carriers must have an A.M. Best rating of "A-VI" or
better.  Such policy shall provide ECC with product liability coverage with
minimum liability coverage in the amount of $1,000,000.00 (U.S. Dollars)
aggregate and $1,000,000.00 (U.S. Dollars) per occurrence.  Such product
liability insurance policy shall provide that EKI will be given thirty (30) days
prior written notice of any amendment or modification that would reduce or
change coverage under, or termination or cancellation of, the policy.  Upon
EKI's request, ECC shall provide EKI with a copy of such policy and of all
amendments or modifications thereto.  ECC shall be required to obtain and
maintain the product liability insurance policy called for by the provisions 

                                      -25-
<PAGE>

of this subparagraph only from and after the date of the first public testing 
or first commercial sale of a Food Service Disposable or ALI-ITE-TM- Paper by 
ECC or any of its sublicensees.

     15.  CONFIDENTIALITY.

          (a)  ECC acknowledges that the Technology, the Trade Secrets, and 
the Improvements, as they may exist from time-to-time, are and shall remain 
the valuable, special, unique and proprietary assets of EKI and shall 
constitute "EKI Confidential Information" hereunder.  In order for any 
additional information to be deemed to be "EKI Confidential Information" 
hereunder, it must be in written form and appropriately marked "Confidential" 
at the time of disclosure to ECC or designated as "Confidential," in writing, 
within thirty (30) days of disclosure.  Alternatively, if the information is 
disclosed orally, it must be designated by EKI as "Confidential" at the time 
of disclosure and confirmed to ECC as "Confidential," in writing, by EKI 
within  thirty (30) days of such disclosure.  Any such orally disclosed and 
designated information shall be deemed to be "EKI Confidential Information" 
for all purposes unless EKI fails to confirm such fact in writing to ECC 
within the required thirty (30) day period.  Additionally, as used herein, 
EKI Confidential Information shall not include any information or data which 
ECC can show:  (i) is in, or becomes generally known in, the public domain by 
any means other than the failure by ECC to fulfill its obligations hereunder; 
or (ii) is rightfully known to ECC at the time of disclosure by EKI; or  
(iii) is, at any time, disclosed to ECC by a third party who has received and 
disclosed such information without the breach of any obligation of 
confidentiality to EKI or to any third party.  For purposes of this 
subparagraph, information shall not be deemed to be part of the public domain 
or in ECC's knowledge merely because it may be embraced in a more general 
disclosure or simply because it may be derived from combinations of 
disclosures or information generally available to the public 

                                      -26-
<PAGE>

or within ECC's knowledge.  The parties acknowledge that EKI's disclosure to 
ECC of EKI Confidential Information will be necessary in order to enable ECC 
to utilize the License in the manner contemplated by this Agreement, and EKI 
shall make such disclosures of the EKI Confidential Information to ECC as EKI 
reasonably determines are necessary, required or appropriate in that regard.  
The parties acknowledge that they have a confidential relationship with one 
another, and accordingly, ECC shall maintain all EKI Confidential Information 
disclosed to it pursuant to this Agreement in confidence and shall not 
disclose the same to any third party (with the exception of its sublicensees, 
employees, accountants, attorneys and other agents and professional advisors) 
either during or after the term of this Agreement unless required to do so by 
court order or by law, in which case ECC shall notify EKI, in writing, prior 
to making such disclosure and shall cooperate with EKI to preserve and 
protect the confidentiality of the EKI Confidential Information in question 
to the fullest extent possible. Additionally, except as specifically 
contemplated by this Agreement, ECC shall not utilize any EKI Confidential 
Information for its own benefit or for the benefit of any third party.  Prior 
to making any permitted disclosure of any EKI Confidential Information to its 
sublicensees, employees, accountants, attorneys and other agents and 
professional advisors, ECC shall require such persons, firms, or entities to 
execute and deliver written nondisclosure agreements which shall obligate 
such persons, firms and entities to comply with obligations of 
confidentiality and nonuse substantially equivalent to those set forth in 
this subparagraph.

          (b)  From time to time during the term of this Agreement, ECC may
disclose to EKI certain information which ECC deems to be proprietary and
confidential, including but not limited to business plans, marketing plans and
financial information (the "ECC Confidential 

                                      -27-
<PAGE>

Information").  The definition of "ECC Confidential Information," and EKI's 
use and disclosure thereof, shall be governed by terms and conditions 
identical to those which govern EKI Confidential Information, as set forth in 
paragraph 15(a) hereof.

     16.  TERM AND TERMINATION. 

          (a)  The term of this Agreement shall commence upon the effective 
date hereof.  Unless sooner terminated as hereinafter provided, this 
Agreement shall continue in full force and effect in the United States until 
the expiration of the last United States patent covering the Technology or 
for so long as ECC or at least one of its sublicensees produces a Food 
Service Disposable or ALI-ITE-TM- Paper which utilizes material proprietary 
information or a material Trade Secret which is licensed hereby.  Unless 
sooner terminated as provided herein, this Agreement shall continue in full 
force and effect outside the United States until the expiration of the last 
patent issued anywhere in the world covering the Technology or for so long as 
ECC or at least one of its sublicensees produces a Food Service Disposable or 
ALI-ITE-TM- Paper which utilizes material proprietary information or a 
material Trade Secret which is licensed hereby.

          (b)  ECC may terminate this Agreement, at any time, upon sixty (60) 
days prior written notice of such termination to EKI.

          (c)  If either party is in breach of any of its material obligations
hereunder, then the non-breaching party may give the breaching party written
notice of such breach.  If such breach is not cured within ninety (90) days
after the date such written notice is delivered or, if such default cannot be
cured within such ninety day period but the breaching party has taken action to
cure such default, then if the default is not cured within one hundred eighty
(180) days from the date of the 

                                      -28-
<PAGE>

original notice, the non-breaching party shall have the right immediately to 
terminate the Sublicense by written notice to the breaching party.

     17.  EFFECT OF EXPIRATION OR TERMINATION. 

          (a)  From and after the effective date of the expiration of the 
term of this Agreement or the termination of  the License pursuant to 
paragraph 16 hereof, and subject to the exceptions set forth in this 
subparagraph 17(a), neither ECC nor any of its sublicensees shall have any 
right, whatsoever, to utilize the Technology, the Trade Secrets, or the 
Improvements pertinent to this Agreement.  ECC shall return to EKI all copies 
of Confidential Information which is then in the possession of ECC, and shall 
have no right pertinent to this Agreement to sell any Food Service Disposable 
or ALI-ITE-TM- Paper which has theretofore been manufactured by ECC or its 
sublicensees.  Notwithstanding the foregoing, in the event of termination of 
this Agreement for any reason other than the expiration of the term of this 
Agreement pursuant to subparagraph 16(a) hereof, EKI shall grant to 
McDonald's Corporation a license to use the Technology to make, have made, 
use or sell Food Service Disposables under terms and conditions no less 
favorable than those granted in sublicenses of ECC existing at the time of 
such termination.

          (b)  The right of termination under subparagraph 17(c) hereof shall 
be in addition to, and not in lieu of, all other rights and remedies the 
terminating party may have under this Agreement, at law or in equity.

          (c)  The obligations concerning indemnification set forth in 
paragraph 13 hereof, product liability insurance set forth in paragraph 14 
hereof, and confidentiality set forth in paragraph 15 hereof shall survive 
the expiration and termination of the License.

                                      -29-
<PAGE>

     18.  MARKING AND UNITED STATES EXPORT CONTROL.

          (a)  Where technically feasible, ECC shall mark, or shall cause its 
sublicensees to mark, the Food Service Disposables and related documents with 
the applicable United States patent numbers, as required by applicable law, 
or as reasonably instructed by EKI.

          (b)  ECC shall comply with all applicable laws, rules and 
regulations of the United States, including but not limited to the Export 
Regulations of the United States Department of Commerce, in connection with 
the direct or indirect export of any of the Technology, ALI-ITE-TM- Paper or 
Food Service Disposables. ECC acknowledges that EKI has not made and does not 
make any representation that any license is or is not required in connection 
with such export or, if required, that such license will be issued by the 
United States Department of Commerce.

     19.  TRADEMARKS.    

          (a)  The License granted herein shall also authorize, but not 
obligate, ECC and its sublicensees to utilize, in connection with the 
marketing, distribution and sale of the Food Service Disposables and/or 
ALI-ITE-TM- Paper those trade names, trademarks, service marks, slogans and 
logo marks (collectively the "Trademarks") of EKI which are set forth and 
identified on attached Exhibit "E" and incorporated herein.  Any trademark 
independently developed by ECC will become its sole property.  The parties 
hereto acknowledge and agree that the trademark or trade name "EarthShell" is 
owned by, and is the exclusive property of, ECC.

          (b)  To the extent an ECC sublicensee elects to use the Trademarks 
on or in connection with the marketing, distribution, use and/or sale of the 
Food Service Disposables and/or ALI-ITE-TM- Paper, ECC shall require of its 
sublicensees that the specific placement, size, and detail of the Trademarks 
on the Food Service Disposable and/or ALI-ITE-TM- Paper must conform to such

                                      -30-

<PAGE>

specifications as EKI may  from time to time provide, but shall not be 
required to be placed on the Food Service Disposables and/or ALI-ITE-TM- 
Paper in such a size, placement, detail or configuration so as to impair the 
marketability of the Food Service Disposable and/or ALI-ITE-TM- Paper.  In 
addition, on any Food Service Disposables and/or ALI-ITE-TM- Paper 
manufactured, marketed, distributed and sold by an ECC sublicensee and 
bearing any Trademark, ECC shall require its sublicensee to include the 
following legend:  "This product is manufactured by _________________ under 
license from EarthShell Container Corporation."

          (c)  In connection with any use of the Trademarks by ECC or a 
sublicensee, ECC shall not represent in any manner that it has any ownership 
interest therein and shall not challenge or impugn the ownership of the 
Trademarks.  ECC acknowledges that use of the Trademarks shall not create in 
its own favor any right, title, or interest in or to the Trademarks, but that 
all uses of these marks by ECC shall inure to the benefit of EKI.  ECC shall 
cooperate with EKI in the execution of any appropriate and necessary 
documents in connection with the registration of any Trademark.  Upon 
termination of this Agreement, ECC 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 such marks.  However, in the event of termination, 
ECC and its sublicensees shall have the right to sell at market price 
existing stock and inventory of manufactured Food Service Disposables and 
ALI-ITE-TM- Paper for a period of one hundred and eighty days and thereafter 
shall deliver to EKI or its duly authorized representative all materials upon 
which the Trademarks appear.

          (d)  All Food Service Disposables produced pursuant to this Agreement
bearing any Trademark shall be produced in compliance with the specifications
and procedures set forth 

                                      -31-
<PAGE>

in the EKI Quality Standards Manual.  ECC shall permit EKI to conduct 
periodic inspections/audits to ensure compliance with the EKI Quality 
Standards Manual.

          (e)  Should any Food Service Disposable bearing any Trademark that 
is manufactured, sold or otherwise commercialized by ECC contain any material 
defect in its appearance or function, ECC shall cease any further 
manufacture, sale or other commercialization of such Food Service Disposable 
containing such material defect.  Unless ECC corrects such defect within a 
reasonable time following its discovery by or disclosure to ECC, ECC shall be 
in breach of a material obligation of this Agreement.

     20.  SPECIAL TAX PROVISIONS.  ECC (or its sublicensees or customers) 
shall be solely responsible for the payment and discharge of any taxes, 
duties, or withholdings relating to any transaction of ECC or its 
sublicensees in connection with the manufacture, use, sale, license or 
commercialization in any country of the Technology, Trade Secrets, 
ALI-ITE-TM- Paper or the Products; except that EKI shall be responsible for 
any taxes, duties or withholding relating to the payment to EKI of any 
payment under this Agreement and ECC shall be permitted to perform any 
withholding with respect to such payments and fees required by law or 
regulation.  

     21.  EQUITABLE RELIEF.  A breach or default by ECC of the provisions of 
paragraph 15 hereof shall cause EKI to suffer irreparable harm and, in such 
event, EKI shall be entitled, as a matter of right, to a restraining order 
and other injunctive relief from any court of competent jurisdiction, 
restraining any further violation thereof by ECC, its officers, agents, 
servants, employees, and those persons in active concert or participation 
with them.  The right to a restraining order or other injunctive relief shall 
be supplemental to any other right or remedy EKI may have, 

                                      -32-
<PAGE>

including, without limitation, the recovery of additional damages for the 
breach or default of any of the terms of this Agreement.

     22.  RELATIONSHIP OF THE PARTIES.  This Agreement shall not create any 
partnership, joint venture or similar relationship between the parties hereto 
and no representations to the contrary shall be made by either party.  
Neither party shall have any authority to act for or on behalf of or to bind 
the other party in any fashion, and no representations to the contrary shall 
be made by either party.

     23.  NOTICES.  Any notice which is required or permitted to be given to 
a party to this Agreement shall be deemed to have been given only if such 
notice is reduced to writing and delivered personally, or by United States 
mail with postage prepaid and return receipt requested, or by telecopier 
(FAX) transmission, confirmed by letter, or by reputable overnight courier 
(pursuant to instructions requiring next day delivery) to the party in 
question as set forth below:


          EKI:           E. Khashoggi Industries
                         800 Miramonte Drive
                         Santa Barbara, California  93109-1419
                         Attention:  President
                         Fax: (805) 899-3517

                         with copy to:

                         E. Khashoggi Industries
                         800 Miramonte Drive
                         Santa Barbara, California  93109-1419
                         Attention:  Chief Legal Officer
                         Fax: (805) 899-3517

                                      -33-
<PAGE>

          ECC:           EarthShell Container Corporation
                         800 Miramonte Drive
                         Santa Barbara, California  93109-1419
                         Attention:  President
                         Fax: (805) 897-2298

Either party may change its address by giving notice of such change in the 
manner set forth herein.  If delivered personally,  a notice shall be deemed 
delivered when actually received at the address specified herein.  Any notice 
given to a party by mail shall be deemed delivered three (3) days following 
the date upon which it is deposited in the mail, with postage prepaid and 
return receipt requested.  Any notice given to a party by FAX shall be deemed 
delivered on the date it is actually transmitted to the party in question at 
the FAX number specified above.  Any notice given to a party by overnight 
courier shall be deemed delivered on the first business day following the 
date it is placed in the possession of such courier.

     24.  ASSIGNMENT.  The Agreement may not be assigned by either party 
hereto without the prior written consent of the other party; provided, 
however, that ECC shall be permitted to assign without the consent of EKI, 
all, but not less than all, of its rights, duties and obligations under this 
Agreement in connection with the sale of its entire or substantially its 
entire business, whether by merger, consolidation, sale of stock, sale of all 
or substantially all assets or otherwise.

     25.  ENTIRE AGREEMENT.  This Agreement supersedes any prior 
understandings or agreements, whether written or oral (including the License 
Agreement and all addenda and amendments thereto), and any contemporaneous 
oral agreements, between the parties hereto in regard to the subject matter 
hereof and contains the entire agreement between the parties in regard  to 
the subject matter hereof.  Notwithstanding the foregoing, the parties hereto 
acknowledge and agree that the certain Agreement for Allocation of Patent 
Costs, dated July 31, 1993, shall continue 

                                      -34-
<PAGE>

in full force and effect, and that all references therein to paragraph 8(a) 
of the ECC - EKI License Agreement shall be treated as references to 
paragraph 8 of this Agreement.  This Agreement may not be changed or modified 
orally, but only by an agreement, in writing, signed by both the parties 
hereto.

     26.  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 of 
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.

     27.  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.

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

     29.  RESOLUTION OF DISPUTES.  

          (a)  In the event of a breach of this Agreement, or a dispute as to 
the meaning of this Agreement, or any of its terms which the parties cannot 
resolve by themselves amicably, the parties agree to submit such dispute to 
resolution in the manner hereinafter described.  First, the parties shall 
endeavor to resolve the dispute through the use of an acceptable alternative 
dispute resolution procedure.  If, within 30 days after one party notifies 
the other in writing of the existence of a dispute which it desires to be 
resolved under this paragraph, the parties have not agreed upon 

                                      -35-
<PAGE>

an acceptable alternative dispute resolution procedure, then the matter shall 
be resolved by arbitration as set forth below and according to the rules of 
the American Arbitration Association, except as herein modified by the 
parties.  Unless otherwise agreed to in writing, all alternative dispute 
resolutions or arbitration hearings will be held in Santa Barbara, California.

          (b)  The parties shall cooperate and use their respective best 
efforts to encourage compliance with the following time periods:  (i) within 
10 days after the failure to agree to an acceptable alternative dispute 
resolution procedure, each party will select an arbitrator, and notify the 
other party of its selection; (ii) within 15 days after such notice, the 
respective arbitrators will select a third arbitrator as Chairman of the 
panel; (iii) a hearing by the arbitration panel shall be held within 30 days 
after the selection of the Chairman; and (iv) a majority decision and 
resolution shall be reached within 30 days of such hearing.  Decisions of the 
panel must be in writing and will be final and binding on the parties, and 
judgment may be entered thereon by any court having jurisdiction of the 
parties.

          (c)  Each party shall bear its own costs of presenting its case in 
an alternative dispute resolution procedure, or arbitration, as the case may 
be.

          (d)  The validity, construction and performance of this Agreement 
shall be governed by and interpreted in accordance with the laws of the State 
of California (as if all aspects of the Agreement were to be performed in 
California).

     30.  FORCE MAJEURE.  

          (a)  The failure of either party to perform its obligations under this
Agreement (except the obligation to make payments) shall not subject such party
to any liability to the other or subject this Agreement to termination if such
failure is caused by acts such as, but not limited 

                                      -36-
<PAGE>

to, acts of God, earthquake, explosion, flood, drought, war, riot, sabotage, 
embargo, compliance with any order or regulation of any governmental entity 
acting with color of right, intervention or delays created by any regulatory 
authority, or by any other similar cause beyond the reasonable control of the 
parties.  The party so affected shall promptly notify the other party of the 
event of force majeure, and shall use all reasonable efforts to remove such 
event as soon as reasonably practicable.

          (b)  Notwithstanding the provisions of paragraph 30(a) hereof, 
should either party be prevented from performing its obligations hereunder 
for a period of six (6) months as a result of an event of force majeure, then 
upon the expiration of such six (6) month period, the other party may 
terminate this Agreement upon thirty (30) days notice to the non-performing 
party, and both parties shall be relived from all duties and obligations 
under this Agreement, except as otherwise provided in paragraph 17 hereof. 

     31.  TIME OF ESSENCE.  The parties acknowledge that time is of the 
essence in regard to every provision of this Agreement.

     32.  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.

     33.  TERMINOLOGY.  As used in this Agreement, the singular shall include 
the plural and the plural shall include the singular.  Titles of sections and 
paragraphs in this Agreement are for convenience only, and neither limit nor 
amplify the provisions of the Agreement, and all references in this Agreement 
to a section or paragraph shall refer to the corresponding section or paragraph 

                                      -37-
<PAGE>

of this Agreement unless specific reference is made to the sections of 
another document or instrument.

     IN WITNESS WHEREOF, the parties have caused this Patent Assignment and 
License Agreement to be executed and delivered by their duly authorized 
representatives upon the date first herein written.

                    EKI:

                         E. KHASHOGGI INDUSTRIES,
                         a California General Partnership

                         By:  E. KHASHOGGI HOLDINGS, L.P.,
                              Managing General Partner of E. Khashoggi
                              Industries

                              By:  E. KHASHOGGI INDUSTRIES, INC.,
                                   General Partner of E. Khashoggi Holdings,
                                   L.P.


                                   By:                                        
                                      -----------------------------------------
                                        ESSAM KHASHOGGI, 
                                        President of E. Khashoggi Industries,
                                        Inc.


                    ECC:

                         EARTHSHELL CONTAINER CORPORATION,
                         a Delaware Corporation


                         By:                                                 
                            ---------------------------------------------------
                              Richard K. Hulme, President


                                       -38-
<PAGE>

                                     EXHIBIT "A"

                                   CORE TECHNOLOGY


     
     A.   ISSUED UNITED STATES LETTERS PATENTS

1.   U.S. Letters Patent No. 4,225,247, issued September 30, 1980, and 
     entitled "Mixing and Agitating Device."

2.   U.S. Patent No. 4,552,463, issued November 12, 1985, and entitled 
     "Methods and Apparatus for Producing a Colloidal Mixture."

3.   U.S. Letters Patent No. 4,944,595, issued July 31, 1990, and entitled 
     "Apparatus for Producing Cement Building Material."

4.   U.S. Letters Patent No. 5,061,319, issued October 29, 1991, and entitled 
     "The Process for Producing Cement Building Material."

5.   U.S. Letters Patent  No. 5,232,496, issued August 3, 1993, and entitled 
     "Process for Producing Improved Building Material and Product Thereof."

6.   U.S. Patent No. 5,356,579, issued October 18, 1994, and entitled 
     "Methods of Manufacture and Use for Low Density Hydraulically Bonded 
     Cement Compositions."

7.   U.S. Patent No. 5,358,676, issued October 25, 1994, and entitled 
     "Hydraulically Bonded Cement Compositions and Their Methods of 
     Manufacture and Use."


     B.   PENDING UNITED STATES PATENT APPLICATIONS

8.   U.S. Patent Application entitled "Food and Beverage Containers Made from 
     Inorganic Aggregates and Polysaccharide, Protein, or Synthetic Organic 
     Binders, and the Methods of Manufacturing Such Containers."

9.   U.S. Patent Application entitled "Cementitious Materials for Use in 
     Packaging Containers and their Methods of Manufacture."

10.  U.S. Patent Application entitled "Cementitious Materials for Use in 
     Cushioning, Spacing, Partitioning, Portioning or Wrapping Objects and 
     the Methods of Manufacturing Such Materials."


                                     -39-
<PAGE>

11.  U.S. Patent Application entitled "Design Optimized Compositions and 
     Processed for Microstructurally Engineering Cementitious Mixtures."

12.  U.S. Patent Application entitled "Highly Insulative Cementitious 
     Matrices and Methods for Their Manufacture." 

13.  U.S. Patent Application and entitled "Hydraulically Settable Containers 
     and Other Articles for Storing, Dispensing, and Packaging Food and 
     Beverages      and Methods for their Manufacture."

14.  U.S. Patent Application entitled "Methods and Systems for Manufacturing 
     Containers and Other Articles of Manufacture from Hydraulically Settable 
     Mixtures."

15.  U.S. Patent Application entitled "Articles of Manufacture Molded from 
     Inorganically Filled Compositions."

16.  U.S. Patent Application entitled "Methods of Molding Articles from 
     Inorganically Filled Compositions."

17.  U.S. Patent Application entitled "Methods for Continuously Placing 
     Filaments within Hydraulically Settable Compositions being Extruded into 
     Articles of Manufacture." 

18.  U.S. Patent Application entitled "Systems and Apparatus for Continuously 
     Placing Filaments within Hydraulically Settable Compositions being 
     Extruded into Articles of Manufacture."

19.  U.S. Patent Application entitled "Coated Hydraulically Settable 
     Containers and Other Articles for Storing, Dispensing, and Packaging 
     Food or Beverages."

20.  U.S. Patent Application entitled "Compressed Low Density Hydraulically 
     Bonded Composite Articles."

21.  U.S. Patent Application entitled "Compressed Hydraulically Bonded 
     Composite Articles." 


     C.   ISSUED FOREIGN PATENTS.

22.  Great Britain Patent No. 174,994, issued June 17, 1992, and entitled 
     "Method and Apparatus for Producing a Colloidal Mixture."

23.  Canadian Patent No. 1,207,212, issued July 8, 1986, and entitled "Method 
     and Apparatus for Producing a Colloidal Mixture."

24.  Japanese Patent No. 1,552,158, issued March 3, 1990, and entitled 
     "Method and Apparatus for Producing a Colloidal Mixture."


                                     -40-
<PAGE>

25.  Australian Patent No. 594,555, issued June 26, 1990, and entitled 
     "Method and Apparatus for Producing a Colloidal Mixture."

26.  Canadian Patent No. 1,298,282, issued March 31, 1992, and entitled 
     "Apparatus for Producing Cement Building Material."

27.  Canadian Patent No. 1,298,830, issued April 14, 1992, and entitled 
     "Process for Producing Cement Building Material."

28.  German Patent No. 3,586,229, issued July 23, 1992, and entitled "Method 
     and Apparatus for Producing a Colloidal Mixture."

29.  Canadian Patent No. 1,321,609, issued August 24, 1993, and entitled 
     "Cement Building Material."


     D.   PENDING FOREIGN PATENT APPLICATIONS

30.  Canadian Patent Application entitled "Process for Producing Improved 
     Building Material and Product Thereof."

31.  European Patent Application entitled "Process for Producing Improved 
     Building Material and Product Thereof."

32.  Japanese Patent Application entitled "Process for Producing Improved 
     Building Material and Product Thereof."

33.  Canadian Patent Application entitled "Hydraulically Bonded Cement 
     Compositions and Their Methods of Manufacture and Use."

34.  European Patent Application entitled "Hydraulically Bonded Cement 
     Compositions and Their Methods of Manufacture and Use."

35.  PCT Patent Application entitled "Hydraulically Settable Containers and 
     Other Articles for Storing, Dispensing and Packaging Food and Beverages 
     and Methods for their Manufacture." 

36.  Argentine Patent Application entitled "Hydraulically Settable Containers 
     and Other Articles for Storing, Dispensing and Packaging Food and 
     Beverages and Methods for their Manufacture."

37.  Chilean Patent Application entitled "Hydraulically Settable Containers 
     and Other Articles for Storing, Dispensing and Packaging Food and 
     Beverages and Methods for their Manufacture."


                                     -41-
<PAGE>

38.  Chinese Patent Application entitled "Hydraulically Settable Containers 
     and Other Articles for Storing, Dispensing and Packaging Food and 
     Beverages and Methods for their Manufacture."

39.  Colombian Patent Application entitled "Hydraulically Settable Containers 
     and Other Articles for Storing, Dispensing and Packaging Food and 
     Beverages and Methods for their Manufacture."

40.  Indian Patent Application entitled "Hydraulically Settable Containers 
     and Other Articles for Storing, Dispensing and Packaging Food and 
     Beverages and Methods for their Manufacture."

41.  Mexican Patent Application entitled "Hydraulically Settable Containers 
     and Other Articles for Storing, Dispensing and Packaging Food and 
     Beverages and Methods for their Manufacture."

42.  Peruvian Patent Application entitled "Hydraulically Settable Containers 
     and Other Articles for Storing, Dispensing and Packaging Food and 
     Beverages and Methods for their Manufacture."

43.  Philippine Patent Application entitled "Hydraulically Settable 
     Containers and Other Articles for Storing, Dispensing and Packaging Food 
     and Beverages and Methods for their Manufacture."

44.  South African Patent Application entitled "Hydraulically Settable 
     Containers and Other Articles for Storing, Dispensing and Packaging Food 
     and Beverages and Methods for their Manufacture."

45.  Taiwanese Patent Application entitled "Hydraulically Settable Containers 
     and Other Articles for Storing, Dispensing and Packaging Food and 
     Beverages and Methods for their Manufacture."

46.  Venezuelan Patent Application entitled "Hydraulically Settable 
     Containers and Other Articles for Storing, Dispensing and Packaging Food 
     and Beverages and Methods for their Manufacture."

47.  PCT Patent Application entitled "Sealable, Liquid-Tight, Thin-Walled 
     Containers Composed of Hydraulically Settable Materials and Methods for 
     Manufacturing Such Containers."

48.  Argentine Patent Application entitled "Sealable, Liquid-Tight, 
     Thin-Walled Containers Composed of Hydraulically Settable Materials and 
     Methods for Manufacturing Such Containers."


                                     -42-
<PAGE>

49.  Chilean Patent Application entitled "Sealable, Liquid-Tight, Thin-Walled 
     Containers Composed of Hydraulically Settable Materials and Methods for 
     Manufacturing Such Containers."

50.  Chinese Patent Application entitled "Sealable, Liquid-Tight, Thin-Walled 
     Containers Composed of Hydraulically Settable Materials and Methods for 
     Manufacturing Such Containers."

51.  Colombian Patent Application entitled "Sealable, Liquid-Tight, 
     Thin-Walled Containers Composed of Hydraulically Settable Materials and 
     Methods for Manufacturing Such Containers."

52.  Egyptian Patent Application entitled "Sealable, Liquid-Tight, 
     Thin-Walled Containers Composed of Hydraulically Settable Materials and 
     Methods for Manufacturing Such Containers."

53.  Indian Patent Application entitled "Sealable, Liquid-Tight, Thin-Walled 
     Containers Composed of Hydraulically Settable Materials and Methods for 
     Manufacturing Such Containers."

54.  Iranian Patent Application entitled "Sealable, Liquid-Tight, Thin-Walled 
     Containers Composed of Hydraulically Settable Materials and Methods for 
     Manufacturing Such Containers."

55.  Israeli Patent Application entitled "Sealable, Liquid-Tight, Thin-Walled 
     Containers Composed of Hydraulically Settable Materials and Methods for 
     Manufacturing Such Containers."

56.  Mexican Patent Application entitled "Sealable, Liquid-Tight, Thin-Walled 
     Containers Composed of Hydraulically Settable Materials and Methods for 
     Manufacturing Such Containers."

57.  Peruvian Patent Application entitled "Sealable, Liquid-Tight, 
     Thin-Walled Containers Composed of Hydraulically Settable Materials and 
     Methods for Manufacturing Such Containers."

58.  Philippine Patent Application entitled "Sealable, Liquid-Tight, 
     Thin-Walled Containers Composed of Hydraulically Settable Materials and 
     Methods for Manufacturing Such Containers."

59.  Saudi Patent Application entitled "Sealable, Liquid-Tight, Thin-Walled 
     Containers Composed of Hydraulically Settable Materials and Methods for 
     Manufacturing Such Containers." 


                                     -43-
<PAGE>

60.  South African Patent Application entitled "Sealable, Liquid-Tight, 
     Thin-Walled Containers Composed of Hydraulically Settable Materials and 
     Methods for Manufacturing Such Containers."

61.  Taiwanese Patent Application entitled "Sealable, Liquid-Tight, 
     Thin-Walled Containers Composed of Hydraulically Settable Materials and 
     Methods for Manufacturing Such Containers."

62.  Venezuelan Patent Application entitled "Sealable, Liquid-Tight, 
     Thin-Walled Containers Composed of Hydraulically Settable Materials and 
     Methods for Manufacturing Such Containers."

63.  Zimbabwean Patent Application entitled "Sealable, Liquid-Tight, 
     Thin-Walled Containers Composed of Hydraulically Settable Materials and 
     Methods for Manufacturing Such Containers."

64.  Georgian Patent Application entitled "Sealable, Liquid-Tight, 
     Thin-Walled Containers Composed of Hydraulically Settable Materials and 
     Methods for Manufacturing Such Containers."

65.  PCT Patent Application entitled "Design Optimized Compositions and 
     Processes for Microstructurally Engineering Cementitious Mixtures."

66.  Argentine Patent Application entitled "Design Optimized Compositions and 
     Processes for Microstructurally Engineering Cementitious Mixtures."

67.  Chilean Patent Application entitled "Design Optimized Compositions and 
     Processes for Microstructurally Engineering Cementitious Mixtures."

68.  Chinese Patent Application entitled "Design Optimized Compositions and 
     Processes for Microstructurally Engineering Cementitious Mixtures."

69.  Colombian Patent Application entitled "Design Optimized Compositions and 
     Processes for Microstructurally Engineering Cementitious Mixtures."

70.  Egyptian Patent Application entitled "Design Optimized Compositions and 
     Processes for Microstructurally Engineering Cementitious Mixtures."

71.  Indian Patent Application entitled "Design Optimized Compositions and 
     Processes for Microstructurally Engineering Cementitious Mixtures."

72.  Iranian Patent Application entitled "Design Optimized Compositions and 
     Processes for Microstructurally Engineering Cementitious Mixtures."


                                     -44-
<PAGE>

73.  Israeli Patent Application entitled "Design Optimized Compositions and 
     Processes for Microstructurally Engineering Cementitious Mixtures."

74.  Mexican Patent Application entitled "Design Optimized Compositions and 
     Processes for Microstructurally Engineering Cementitious Mixtures."

75.  Peruvian Patent Application entitled "Design Optimized Compositions and 
     Processes for Microstructurally Engineering Cementitious Mixtures."

76.  Philippine Patent Application entitled "Design Optimized Compositions 
     and Processes for Microstructurally Engineering Cementitious Mixtures."

77.  Saudi Patent Application entitled "Design Optimized Compositions and 
     Processes for Microstructurally Engineering Cementitious Mixtures."

78.  South African Patent Application entitled "Design Optimized Compositions 
     and Processes for Microstructurally Engineering Cementitious Mixtures."

79.  Taiwanese Patent Application entitled "Design Optimized Compositions and 
     Processes for Microstructurally Engineering Cementitious Mixtures."

80.  Venezuelan Patent Application entitled "Design Optimized Compositions 
     and Processes for Microstructurally Engineering Cementitious Mixtures."

81.  Zimbabwean Patent Application entitled "Design Optimized Compositions 
     and Processes for Microstructurally Engineering Cementitious Mixtures."

82.  Georgian Patent Application entitled "Design Optimized Compositions and 
     Processes for Microstructurally Engineering Cementitious Mixtures."

83.  Australian Patent Application entitled "Hydraulically Settable 
     Containers."

84.  Brazilian Patent Application entitled "Hydraulically Settable 
     Containers."

85.  Canadian Patent Application entitled "Hydraulically Settable Containers."

86.  European Patent Application entitled "Hydraulically Settable Containers."

87.  Japanese Patent Application entitled "Hydraulically Settable Containers."

88.  South Korean Patent Application entitled "Hydraulically Settable 
     Containers."

89.  New Zealand Patent Application entitled "Hydraulically Settable 
     Containers."


                                     -45-
<PAGE>

90.  Russian Federation Patent Application entitled "Hydraulically Settable 
     Containers."


                                     -46-
<PAGE>

                                   EXHIBIT "B"

                          MOLDABLE COMPOUND TECHNOLOGY



     A.   ISSUED UNITED STATES LETTERS PATENTS


     B.   PENDING UNITED STATES PATENT APPLICATIONS

1.   U.S. Patent Application entitled "Inorganically Filled, Starch-Bound
     Compositions for Manufacturing Containers and Other Articles Having a
     Thermodynamically Controlled Cellular Matrix."

2.   U.S. Patent Application entitled "Methods and Systems for Manufacturing
     Containers and Other Articles Having a Thermodynamically Controlled
     Cellular Matrix From Inorganically Filled, Starch-Bound Compositions."

3.   U.S. Patent Application entitled "Compositions and Methods for
     Manufacturing Fiber-Reinforced, Inorganically Filled, Starch-Bound Articles
     having a Foamed Cellular Matrix." 

4.   U.S. Patent Application entitled "Articles having Starch-Bound Cellular
     Matrix Reinforced with Uniformly Dispersed Fibers."

5.   U.S. Patent Application entitled "Methods and Systems for Manufacturing
     Articles having Starch-Bound Cellular Matrix Reinforced with Uniformly
     Dispersed Fibers."

6.   U.S. Patent Application entitled "Starch-Based Compositions having
     Uniformly Dispersed Fibers used to Manufacture High Strength Articles
     having a Fiber-Reinforced, Starch-Bound Cellular Matrix."


     C.   ISSUED FOREIGN PATENTS


     D.   PENDING FOREIGN PATENT APPLICATIONS

7.   PCT Patent Application entitled "Methods and Systems for Manufacturing
     Packaging Materials, Containers, and Other Articles of Manufacture from
     Hydraulically Settable Mixtures and Highly Inorganically Filled
     Compositions."

                                      - 47 -
<PAGE>

8.   Argentine Patent Application entitled "Methods and Systems for
     Manufacturing Packaging Materials, Containers, and Other Articles of
     Manufacture from Hydraulically Settable Mixtures and Highly Inorganically
     Filled Compositions."

9.   Chilean Patent Application entitled "Methods and Systems for Manufacturing
     Packaging Materials, Containers, and Other Articles of Manufacture from
     Hydraulically Settable Mixtures and Highly Inorganically Filled
     Compositions."

10.  Chinese Patent Application entitled "Methods and Systems for Manufacturing
     Packaging Materials, Containers, and Other Articles of Manufacture from
     Hydraulically Settable Mixtures and Highly Inorganically Filled
     Compositions."

11.  Colombian Patent Application entitled "Methods and Systems for
     Manufacturing Packaging Materials, Containers, and Other Articles of
     Manufacture from Hydraulically Settable Mixtures and Highly Inorganically
     Filled Compositions."

12.  Egyptian Patent Application entitled "Methods and Systems for Manufacturing
     Packaging Materials, Containers, and Other Articles of Manufacture from
     Hydraulically Settable Mixtures and Highly Inorganically Filled
     Compositions."

13.  Indian Patent Application entitled "Methods and Systems for Manufacturing
     Packaging Materials, Containers, and Other Articles of Manufacture from
     Hydraulically Settable Mixtures and Highly Inorganically Filled
     Compositions."

14.  Iranian Patent Application entitled "Methods and Systems for Manufacturing
     Packaging Materials, Containers, and Other Articles of Manufacture from
     Hydraulically Settable Mixtures and Highly Inorganically Filled
     Compositions."

15.  Israeli Patent Application entitled "Methods and Systems for Manufacturing
     Packaging Materials, Containers, and Other Articles of Manufacture from
     Hydraulically Settable Mixtures and Highly Inorganically Filled
     Compositions."

16.  Mexican Patent Application entitled "Methods and Systems for Manufacturing
     Packaging Materials, Containers, and Other Articles of Manufacture from
     Hydraulically Settable Mixtures and Highly Inorganically Filled
     Compositions."

17.  Peruvian Patent Application entitled "Methods and Systems for Manufacturing
     Packaging Materials, Containers, and Other Articles of Manufacture from
     Hydraulically Settable Mixtures and Highly Inorganically Filled
     Compositions."

18.  Philippine Patent Application entitled "Methods and Systems for
     Manufacturing Packaging Materials, Containers, and Other Articles of
     Manufacture from Hydraulically Settable Mixtures and Highly Inorganically
     Filled Compositions."

                                     - 48 -
<PAGE>

19.  Saudi Patent Application entitled "Methods and Systems for Manufacturing
     Packaging Materials, Containers, and Other Articles of Manufacture from
     Hydraulically Settable Mixtures and Highly Inorganically Filled
     Compositions."

20.  South African Patent Application entitled "Methods and Systems for
     Manufacturing Packaging Materials, Containers, and Other Articles of
     Manufacture from Hydraulically Settable Mixtures and Highly Inorganically
     Filled Compositions."

21.  Taiwanese Patent Application entitled "Methods and Systems for
     Manufacturing Packaging Materials, Containers, and Other Articles of
     Manufacture from Hydraulically Settable Mixtures and Highly Inorganically
     Filled Compositions."

22.  Venezuelan Patent Application entitled "Methods and Systems for
     Manufacturing Packaging Materials, Containers, and Other Articles of
     Manufacture from Hydraulically Settable Mixtures and Highly Inorganically
     Filled Compositions."

23.  Zimbabwean Patent Application entitled "Methods and Systems for
     Manufacturing Packaging Materials, Containers, and Other Articles of
     Manufacture from Hydraulically Settable Mixtures and Highly Inorganically
     Filled Compositions."

24.  Georgian Patent Application entitled "Methods and Systems for Manufacturing
     Packaging Materials, Containers, and Other Articles of Manufacture from
     Hydraulically Settable Mixtures and Highly Inorganically Filled
     Compositions."

                                     - 49 -
<PAGE>

                                   EXHIBIT "C"

                          ALI-ITE-TM- PAPER TECHNOLOGY


     A.   ISSUED UNITED STATES LETTERS PATENTS


     B.   PENDING UNITED STATES PATENT APPLICATIONS

1.   U.S. Patent Application entitled "Methods and Systems for Manufacturing
     Articles from Sheets of Unhardened Hydraulically Settable Compositions."

2.   U.S. Patent Application entitled "Methods and Apparatus for  Manufacturing
     Moldable Hydraulically Settable Sheets Used in Making Containers, Printed
     Materials, and Other Objects."

3.   U.S. Patent Application entitled "Sheets Made from Moldable Hydraulically
     Settable Materials and Methods for Manufacturing Such Sheets."

4.   U.S. Patent Application entitled "Methods and Apparatus for Manufacturing
     Articles of Manufacture from Hydraulically Settable Sheets."

5.   U.S. Patent Application entitled "Articles of Manufacture Fashioned from
     Hydraulically Settable Sheets."

6.   U.S. Patent Application entitled "Hinges for Hydraulically Settable
     Materials."

7.   U.S. Patent Application entitled "Hinges for Inorganically Filled
     Compositions."

8.   U.S. Patent Application entitled "Sheets Having a Highly Inorganically
     Filled Organic Polymer Matrix."

9.   U.S. Patent Application entitled "Methods of Making Sheets Having a Highly
     Inorganically Filled Organic Polymer Matrix."

10.  U.S. Patent Application entitled "Article of Manufacture Fashioned from
     Sheets Having a Highly Inorganically Filled Organic Polymer Matrix."

11.  U.S. Patent Application entitled "Methods and Apparatus for Manufacturing
     Articles of Manufacture from Sheets Having a Highly Inorganically Filled
     Organic Polymer Matrix."


     C.   ISSUED FOREIGN PATENTS

                                     - 50 -
<PAGE>

     D.   PENDING FOREIGN PATENT APPLICATIONS

12.  PCT Patent Application entitled "Methods and Apparatus for Manufacturing
     Articles of Manufacture from Sheets Having A Highly Inorganically Filled
     Organic Polymer Matrix."

13.  Argentine Patent Application entitled "Methods and Apparatus for
     Manufacturing Articles of Manufacture from Sheets Having A Highly
     Inorganically Filled Organic Polymer Matrix."

14.  Chilean Patent Application entitled "Methods and Apparatus for
     Manufacturing Articles of Manufacture from Sheets Having A Highly
     Inorganically Filled Organic Polymer Matrix." 

15.  Chinese Patent Application entitled "Methods and Apparatus for
     Manufacturing Articles of Manufacture from Sheets Having A Highly
     Inorganically Filled Organic Polymer Matrix."

16.  Colombian Patent Application entitled "Methods and Apparatus for
     Manufacturing Articles of Manufacture from Sheets Having A Highly
     Inorganically Filled Organic Polymer Matrix."

17.  Indian Patent Application entitled "Methods and Apparatus for Manufacturing
     Articles of Manufacture from Sheets Having A Highly Inorganically Filled
     Organic Polymer Matrix."

18.  Mexican Patent Application entitled "Methods and Apparatus for
     Manufacturing Articles of Manufacture from Sheets Having A Highly
     Inorganically Filled Organic Polymer Matrix."

19.  Peruvian Patent Application entitled "Methods and Apparatus for
     Manufacturing Articles of Manufacture from Sheets Having A Highly
     Inorganically Filled Organic Polymer Matrix."

20.  Philippine Patent Application entitled "Methods and Apparatus for
     Manufacturing Articles of Manufacture from Sheets Having A Highly
     Inorganically Filled Organic Polymer Matrix."

21.  South African Patent Application entitled "Methods and Apparatus for
     Manufacturing Articles of Manufacture from Sheets Having A Highly
     Inorganically Filled Organic Polymer Matrix."

22.  Taiwanese Patent Application entitled "Methods and Apparatus for
     Manufacturing Articles of Manufacture from Sheets Having A Highly
     Inorganically Filled Organic Polymer Matrix."

23.  Venezuelan Patent Application entitled "Methods and Apparatus for
     Manufacturing Articles of Manufacture from Sheets Having A Highly
     Inorganically Filled Organic Polymer Matrix."

24.  Egyptian Patent Application entitled "Highly Inorganically Filled
     Compositions, Articles of Manufacture Made of Highly Inorganically Filled
     Compositions, and Methods for Making Same."

                                     - 51 -
<PAGE>

25.  Iranian Patent Application entitled "Highly Inorganically Filled
     Compositions, Articles of Manufacture Made of Highly Inorganically Filled
     Compositions, and Methods for Making Same."

26.  Israeli Patent Application entitled "Highly Inorganically Filled
     Compositions, Articles of Manufacture Made of Highly Inorganically Filled
     Compositions, and Methods for Making Same."

27.  Saudi Patent Application entitled "Highly Inorganically Filled
     Compositions, Articles of Manufacture Made of Highly Inorganically Filled
     Compositions, and Methods for Making Same."

28.  Zimbabwean Patent Application entitled "Highly Inorganically Filled
     Compositions, Articles of Manufacture Made of Highly Inorganically Filled
     Compositions, and Methods for Making Same."

29.  Georgian Patent Application entitled "Highly Inorganically Filled
     Compositions, Articles of Manufacture Made of Highly Inorganically Filled
     Compositions, and Methods for Making Same."

30.  PCT Patent Application entitled "Methods and Systems for Manufacturing
     Packaging Materials, Containers, and Other Articles of Manufacture from
     Hydraulically Settable Mixtures and Highly Inorganically Filled
     Compositions."

31.  Argentine Patent Application entitled "Methods and Systems for
     Manufacturing Packaging Materials, Containers, and Other Articles of
     Manufacture from Hydraulically Settable Mixtures and Highly Inorganically
     Filled Compositions."

32.  Chilean Patent Application entitled "Methods and Systems for Manufacturing
     Packaging Materials, Containers, and Other Articles of Manufacture from
     Hydraulically Settable Mixtures and Highly Inorganically Filled
     Compositions."

33.  Chinese Patent Application entitled "Methods and Systems for Manufacturing
     Packaging Materials, Containers, and Other Articles of Manufacture from
     Hydraulically Settable Mixtures and Highly Inorganically Filled
     Compositions."

34.  Colombian Patent Application entitled "Methods and Systems for
     Manufacturing Packaging Materials, Containers, and Other Articles of
     Manufacture from Hydraulically Settable Mixtures and Highly Inorganically
     Filled Compositions."

35.  Egyptian Patent Application entitled "Methods and Systems for Manufacturing
     Packaging Materials, Containers, and Other Articles of Manufacture from
     Hydraulically Settable Mixtures and Highly Inorganically Filled
     Compositions."

                                     - 52 -
<PAGE>

36.  Indian Patent Application entitled "Methods and Systems for Manufacturing
     Packaging Materials, Containers, and Other Articles of Manufacture from
     Hydraulically Settable Mixtures and Highly Inorganically Filled
     Compositions."

37.  Iranian Patent Application entitled "Methods and Systems for Manufacturing
     Packaging Materials, Containers, and Other Articles of Manufacture from
     Hydraulically Settable Mixtures and Highly Inorganically Filled
     Compositions."

38.  Israeli Patent Application entitled "Methods and Systems for Manufacturing
     Packaging Materials, Containers, and Other Articles of Manufacture from
     Hydraulically Settable Mixtures and Highly Inorganically Filled
     Compositions."

39.  Mexican Patent Application entitled "Methods and Systems for Manufacturing
     Packaging Materials, Containers, and Other Articles of Manufacture from
     Hydraulically Settable Mixtures and Highly Inorganically Filled
     Compositions."

40.  Peruvian Patent Application entitled "Methods and Systems for Manufacturing
     Packaging Materials, Containers, and Other Articles of Manufacture from
     Hydraulically Settable Mixtures and Highly Inorganically Filled
     Compositions."

41.  Philippine Patent Application entitled "Methods and Systems for
     Manufacturing Packaging Materials, Containers, and Other Articles of
     Manufacture from Hydraulically Settable Mixtures and Highly Inorganically
     Filled Compositions."

42.  Saudi Patent Application entitled "Methods and Systems for Manufacturing
     Packaging Materials, Containers, and Other Articles of Manufacture from
     Hydraulically Settable Mixtures and Highly Inorganically Filled
     Compositions."

43.  South African Patent Application entitled "Methods and Systems for
     Manufacturing Packaging Materials, Containers, and Other Articles of
     Manufacture from Hydraulically Settable Mixtures and Highly Inorganically
     Filled Compositions."

44.  Taiwanese Patent Application entitled "Methods and Systems for
     Manufacturing Packaging Materials, Containers, and Other Articles of
     Manufacture from Hydraulically Settable Mixtures and Highly Inorganically
     Filled Compositions."

45.  Venezuelan Patent Application entitled "Methods and Systems for
     Manufacturing Packaging Materials, Containers, and Other Articles of
     Manufacture from Hydraulically Settable Mixtures and Highly Inorganically
     Filled Compositions."

46.  Zimbabwean Patent Application entitled "Methods and Systems for
     Manufacturing Packaging Materials, Containers, and Other Articles of
     Manufacture from Hydraulically Settable Mixtures and Highly Inorganically
     Filled Compositions."

                                     - 53 -
<PAGE>

47.  Georgian Patent Application entitled "Methods and Systems for Manufacturing
     Packaging Materials, Containers, and Other Articles of Manufacture from
     Hydraulically Settable Mixtures and Highly Inorganically Filled
     Compositions."



















                                     - 54 -
<PAGE>

                                   EXHIBIT "D"

                                  TRADE SECRETS

     The term "Trade Secrets" as defined in paragraph 1(k) of the appended 
agreement shall include any technical or business information, any invention, 
equipment or apparatus, method or process, technology, know-how, trade 
secret, drawing, data, evaluation, specifications, quality and inspection 
standards, sales literature, report, business plan, memorandum, market study, 
customer lists, training  materials, computer program or software (including 
both source and object code), or any other document or thing which is in 
whole or in part confidential, proprietary, or secret and which is owned or 
controlled by EKI and which EKI has the right to grant licenses thereon 
during the term of this Agreement and which relates in whole or in part to 
any of the following:

1.   The compositions, including the variable and preferred parameters for each
     component, used in the Technology.

2.   The processing steps, including the variable and preferred parameters
     for each step, used in the Technology.

3.   The equipment and apparatus used in the manufacture of Food Products
     and/or ALI-ITE-TM Paper.

4.   Quality control, testing, and research and development data, reports,
     and information, including patent applications in preparation.

5.   Customers and suppliers of the components and equipment for the
     Technology, including any agreements.

                                     - 55 -
<PAGE>

                                   EXHIBIT "E"

     The term "Trademarks" as defined in paragraph 19(a) of the appended 
agreement includes any of the following trademarks, service marks, slogans, 
and logo marks (including legal equivalent trademarks, service marks, 
slogans, and log marks), whether rights are acquired through registration in 
the United States (or any state therein), registration in a foreign country, 
or actual use, owned by EKI or which EKI has the right to license when 
utilized in the "Fields of Use";
     
     1.   ALIITE
     2.   ALI-ITE
     3.   ALI-ITE Logo
     4.   Earth Cup
     5.   Earth to Earth
     6.   Healing the Earth Through Advanced Concrete Technology
     7.   EKI
     8.   EKI logo
     9.   MEC
     10.  Micrete
     11.  Microengineered Cement
     12.  Microengineered Concrete
     13.  Microstructural Engineering Design

                                     - 56 -
<PAGE>

                                   EXHIBIT "F"


       ILLUSTRATIVE LIST OF DISPOSABLE, SINGLE USE FOOD SERVICE DISPOSABLES


EXAMPLES OF ITEMS WITHIN THE DEFINITION OF "FOOD SERVICE DISPOSABLES":

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

Beverage containers      -  Hot and/or cold beverage
                         -  May or may not be insulating
                         -  With or without handles.  Includes
                            collectables that are disposable/
                            reusable
                         -  Malt mixing collars
                         -  Single service milk-containing cartons (16 oz. or
                            less)

Beverage Container Lids  All types, including
                         -  no spill
                         -  domed
                         -  sippers

Bowls                    All shapes, sizes

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

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

                                     - 57 -
<PAGE>

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

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

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

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

                         Cones
                         -  snow cones
                         -  ice cream cone holders
                         -  foods

Food Container Lids      All kinds 

                                     - 58 -
<PAGE>

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

Napkins                  All kinds 

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

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

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

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

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

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

                                     - 59 -
<PAGE>

OUTSIDE THE DEFINITION OF "FOOD SERVICE DISPOSABLES":

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

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

Wraps                    -  freezer papers
                         -  bakery papers
                         -  candy bar wrappers

Aeseptic or Sealed
Packaging

Secondary Packaging      -  corrugated containers
                         -  paper bags

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

                                     - 60 -