JointDevelopment Agreement

        Undera  Confidential  Disclosure  Agreement  dated January 26, 2001, E. I. du Pont deNemours and Company (hereinafter "DuPont") and E. Khashoggi Industries,  LLC andEarthShell  Corporation  (hereinafter  "EKI/  EarthShell")  have been exchanginginformation  with  respect  primarily  to DuPont's  Biomax(R)hydro/biodegradablepolyester  resins and  EKI/EarthShell's  biodegradable  materials for disposablefood service packaging applications. DuPont and EKI/EarthShell now wish to enterinto a joint development program in the following areas:

        o     Developing films using DuPont's Biomax(R)resins asa component for sandwich wrap applications

        o     Developing  films using  Biomax®  resins as acomponent  of the  film as a  barrier  layer  on  EKI/EarthShell  foam  laminateproducts for disposable food service applications 

        o     Establishing  a Joint  Business  Plan with  agreedupon economic goals for both parties

        o     Developing the most cost effective  routeto compounded Biomax® resin blends 

DuPont has developedBiomax®  hydro/biodegradable  polyester  resins,  which are  biodegradable.DuPont will  provide the final  compounded  resin that meets the Fitness For Use(FFU)  requirements as defined by  EKI/EarthShell  for wrap applications and forEKI/EarthShell  foam laminate products in support of work according to the abovebullet points. DuPont will make available a Research Scientist for collaborationon  formulation  issues,  an  Applications  Engineer  to assist in  establishingBiomax®  resins  film  FFU’s  and  film-making  expertise,  access forEKI/EarthShell  to all trials for resin and film  making  and  laboratories  formeasuring  physical  properties,  and a  Marketing  Manager for  involvement  inmarketing   the  end   products  to   EKI/EarthShell’s   customers   and  aManufacturing Manager to assist in the manufacturing process. 

EKI/EarthShell has unique,proprietary  know-how and expertise in formulation of composite  materials usingstarch,  inorganics,  and  biopolymers  for  the  manufacture  of  food  servicedisposables. EKI/ EarthShell will use this expertise to incorporate Biomax®into  their  composites  for  this  purpose.   EKI/EarthShell   will  provide  aManufacturing  Manager  that has  film-  and  wraps-manufacturing  expertise,  aResearch Scientist for collaboration on incorporating  EarthShell  inorganic andorganic additives into Biomax®  resins, and a Marketing Manager to lead themarketing visits to  EKI/EarthShell’s  customers.  EKI/EarthShell will alsoprovide a Finance Manager to do economic modeling for both projects. 

Specific goals andmilestones for this Joint Development  Agreement will be established by March 6,2001,  or as  soon  thereafter  as may be  reasonably  practicable,  by a  JointDevelopment  Team  comprising  members  appointed  by  each  party.  An  overallobjective  for the Program is to jointly  develop  and market  EarthShell’sfoam laminate packaging  products and sandwich wraps using Biomax®  resins.

The parties agrees that thecollaborative  program  be  carried  out  subject  to the  following  terms  andconditions:

1.  Confidentialtechnical  and/or  business  information  and samples to be disclosed  hereunderduring  the   collaborative   program  shall  be  referred  to  collectively  as“Confidential Information”.  During the term of this Agreement and fora period of three (3) years  following  termination  of this  Agreement,  unlessmutually  agreed  otherwise,   the  party  receiving  Confidential   Information(hereinafter  “the  receiving  party”)  shall hold the  information inconfidence  and not use it for any purpose other than  furtherance  of the jointdevelopment program. During the term of this Agreement, a receiving party agreesto disclose  Confidential  information only to those of its employees who have aneed for such  information in the  performance of their duties  associated  withwork   hereunder   and  who  have  agreed  to  maintain   the   information   inconfidence.

2.  The confidentiality obligations of the preceding paragraph shall apply to allinformation disclosed hereunder whether it is identified in writing asconfidential and is disclosed in written form or is disclosed orally or byobservation of samples or of process or equipment operation. However, theobligations of confidentiality and restricted use shall not apply to informationdisclosed during the collaborative program which:

     (a)     prior to the  disclosure,  was of  record in thefiles of the receiving party;

     (b)     is  or  becomes  available  to the  public  from asource other than the receiving party;

     (c)     becomes known from a third party source having theright to disclose the information;

     (d)     is  developed  independently  by  employees of thereceiving  party,  which  employees  have  not  and  were  not  involved  in thecollaborative program and had no access to the disclosure; or

     (e)     is released in writing from the obligations by theparty that disclosed the information.

3.The confidentiality agreement in effect since January 26, 2001 remains as thedominant agreement regarding exchange of confidential information under thisAgreement. Any new confidential information disclosed by either party as aresult of this Joint Development Agreement will be viewed as an addendum to the1/26/01 Agreement. Any obligation of confidentiality created under the 1/26/01Agreement shall continue for the time period provided in that agreement.

4.Nothing in this Agreement shall prevent either party from providing ConfidentialInformation to its affiliates provided that the affiliate agrees to be bound bythe same obligations of confidentiality that apply to that party. Under thisagreement, “affiliate” is defined to be any company owned orcontrolled either directly or indirectly by a party through ownership of atleast fifty percent (50%) of the stock normally entitled to vote for theelection of directors.

5.During the term of this Agreement,  the parties will meet or otherwise confer onan  as-needed  basis to decide the  developmental  work to be  performed by eachparty  during the  program.  Each party  will be  responsible  for its own costsincurred during the program.

6. (a)  DuPont  agrees to actively  test and evaluateall applications which DuPont and EKI/EarthShell mutually agree are of potentialcommercial interest.

     (b)DuPont and  EKI/EarthShell  will have access to each other’s lab equipment,tests,  manufacturing  trials,  and data  from the  same,  provided  in a timelymanner.

7.It is the intent of this  Agreement  that the parties  will work with each otherexclusively during the development  program in the subject areas outlined in thebullets points in paragraph one. Accordingly, during the term of this Agreement,it is agreed that the parties  will not enter into a joint  development  programwith any third party for the  development of  biodegradable  barrier systems foruse in food service  packaging in the subjects of interest (see bullet points inthe first paragraph) agreed to between DuPont and EKI/EarthShell.

8.DuPont and  EKI/EarthShell  shall retain sole and exclusive  ownership of all oftheir  respective  technical  information and know how relating to biodegradablepolymers and biodegradable  disposable food service packaging which they possessas of the date of this  Agreement.  All new technical  information  and know howdeveloped  during  the  development  Program  relating  to  the  formulation  ofcomposite   materials  using  starch,   inorganics,   and  biopolymers  for  themanufacture   of  food   service   disposables   composites   shall   belong  toEKI/EarthShell  including  film  composites  specific  to the  bullet  points inparagraph one. All new technical  information and know how developed  during thedevelopment Program relating to Biomax®  resins shall belong to DuPont. Allother  inventions  developed  during the  development  Program  shall be jointlyowned,  and the  following  the  provisions  shall apply to all  inventions  anddiscoveries made pursuant to work conducted under the joint development  programin the subject of interest (see bullet points in the first  paragraph) to DuPontand EKI/EarthShell.  The parties agree to cooperate with each other in preparingand filing patent  applications on such  inventions at joint expense,  If eitherparty  does  not  wish  to  participate  in the  filing  and/or  prosecution  ormaintenance of any such patent application or patent, then it shall upon requestpromptly  assign its interest  therein to the other party,  and it will retain anonexclusive,  royalty-free  license  with  the  right  to  sublicense  only itsaffiliates under any patent issuing from such application.

9.Except as provided in paragraph 8 above, no other right or license under anypatent or patent application owned by either party is granted under thisAgreement.

10. Supply of Product:Providedthat the Program is successful (meaning that the Program has met all goals andmilestones as established and agreed by the Joint Development Team), DuPont andEKI/EarthShell will enter into a long-term supply agreement, at a competitiveprice, for the supply of Biomax® biodegradable PET resins and/or compoundedBiomax® resin blends by DuPont for EKI/Earth/Shell’s and/orEKI/EarthShell’s agents requirements, that facilitates market entry of thefinal products and the opportunity for increased profitability for both parties.Specific terms and conditions of such long term supply agreement, including aminimum period of exclusivity of not less than three (3) years, will benegotiated in good faith at a later mutually agreeable date.

11.Each party to this Agreement shall be responsible for its own losses andexpenses resulting from injury to, or death of, any person or loss of, or damageto, property or the environment arising out of performance of this Agreement,except when such loss and expenses are caused by the willful misconduct or grossnegligence of the other party.

12.When performing under this Agreement, DuPont and EKI/EarthShell shall act at alltimes as independent parties. Nothing contained herein shall be construed orapplied so as to create the relationship of principal and agent or of employerand employee between DuPont and EKI/EarthShell. Neither party shall make anycommitment or incur any charge or expense in the name of the other party. 

13.This Agreement shall be effective as of the date of its acceptance byEKI/EarthShell and shall expire one (1) year thereafter with a provision forrenewal upon the concurrence of both DuPont and EKI/EarthShell. In addition,this Agreement may be terminated earlier than the expiration date by eitherparty upon thirty (30) days’ prior written notice to the other party. Suchexpiration or termination shall not relieve either party of any obligationcreated hereunder prior to expiration or termination. 

14.The validity and interpretation of this Agreement shall be governed by andconstrued in accordance with the laws of the State of Delaware, withoutreference to the choice of law or conflicts principles of such state which mightotherwise be applicable. 

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                                            Yours very truly,

                                            E. I. du Pont de Nemours and Company

                                            By:     /s/ Daniel P. Finett        

                                            Title:  Daniel P. Finett            

                                            Date:   2-27-01                     

ACCEPTED:

/s/ Vincent J. Truant               By:     Vincent J. Truant           
        (Typed or Printed Name)

Title:  Senior Vice President       Date:    2-27-01
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