This Amended and Restated Agreement for Allocation of Patent Costs (this "Agreement") is entered into as of October 1, 1997 (the "Effective Date") by and between E. K has hoggi Industries, LLC, a Delaware limited liability company ("EKI"), and Earth Shell Container Corporation, a Delaware corporation (the "Company").

RECITALS

A. EKI is the owner of certain technology utilizing biodegradable materials, including starch-based additives, for the packaging, portioning and disposing of food service disposables. EKI is also the owner of technology related to hydraulically bonded compositions and the methods of using and manufacturing such compositions.

B. EKI is the successor by merger to the assets and liabilities of E. K has hoggi Industries, a California general partnership ("EKI Predecessor"), as well as all rights and obligations of EKI Predecessor under its contractual agreements. EKI has not yet begun to commercialize its technology (other than technology licensed to the Company as described below), but expects to do so following the second anniversary of this Agreement.

C. Pursuant to that certain Amended and Restated License Agreement dated as of February 28, 1995 (the "License Agreement"), between EKI Predecessor and the Company, EKI has licensed to the Company the exclusive right to make, use, sell and otherwise commercialize Food Service Disposables which incorporate, in whole or in part, the Technology and to utilize the Technology to make, use, sell and otherwise commercialize ALI-ITE Paper for conversion into Food Service Disposables (all capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the License Agreement).

D. Pursuant to Section 6 (a) of the License Agreement, the Company has previously agreed to 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 (i) compositions (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 Food Service Disposables whether cement-based or non-cement based (collectively, the "Company Related Patents"), and EKI has agreed to pay all costs and expenses associated with filing, prosecuting and maintaining patent and patent applications (both domestic and foreign) not within the scope of the Company Related Patents.

E. The Company and EKI Predecessor have previously entered into that certain Agreement for Allocation of Patent Costs, dated as of July 31, 1993 (the "Prior Patent Allocation Agreement"). The Company is obligated to pay or reimburse EKI for all costs and expenses associated with filing, prosecuting, and maintaining patents and patent applications in connection with technology that directly relates to food and beverage containers, or the process of manufacturing such containers, within the field of use licensed to the Company, or which has significant teachings to the manufacture of food and beverage containers, even if outside such field of use.

F. The Company intends to change its name to "Earth Shell Corporation."

G. EKI and the Company desire to amend and restate the Prior Patent Allocation Agreement on the terms and conditions stated herein and to cause this Agreement to supersede the provisions of Section 6 (a) of the License Agreement.

AGREEMENT

In consideration of the mutual promises of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, EKI and the Company hereby agree as follows:

详细内容见附件