THIS LEASE, made this 2nd day of July, 1999, by and between CHIPPEWA LIMITED PARTNERSHIP, a Maryland limited partnership (hereinafter called "Landlord"), and EARTH SHELL CORPORATION, a Delaware corporation (hereinafter called "Tenant"). In consideration of the premises and the covenants, conditions and rents hereinafter set forth, it is agreed as follows:

1. PREMISES AND TERM:

A. Landlord does hereby lease, demise and let to Tenant, and Tenant does hereby lease, take and accept from Landlord, the "Premises", being comprised of approximately 34,956 square feet of space located in a one story building known as 9020 Junction Drive, Annapolis Junction, Maryland (hereinafter the "Improvements") as outlined in red on the building and site plan attached hereto as Exhibit A, which Improvements contain a leasable area of 96,666 square feet and is located on all that lot of ground in Howard County, Maryland more fully described in Exhibit B attached hereto, containing 6.3 acres of land more or less, together with the use in common with other occupants of the Improvements of the parking areas and the right to use in common with other occupants of said Improvements any access road serving the Improvements.

B. TO HAVE AND TO HOLD the same for a term commencing on the 1st day of October, 1999, (hereinafter the "Commencement Date") and terminating on the 30th day of September, 2004, (hereinafter the "Termination Date"). Reference in this Lease to the "term" shall include any renewal term, provided for in a Rider to this Lease, unless the context plainly requires a contrary meaning.

2. TENANT IMPROVEMENTS:

A. Landlord shall install the tenant improvements in a good and workmanlike manner, set forth in both the Tenant Improvement Specifications attached hereto as EXHIBIT C-1 and the floor plan attached hereto as EXHIBITC-2. Tenant shall reimburse Landlord for a portion of the cost of Landlord's tenant improvements, shown on EXHIBIT C-I and EXHIBIT C-2. Specifically, Tenant shall pay to Landlord, as additional rent, within thirty (30) days after substantial completion of Landlord's tenant improvements, the sum of Thirty-eight Thousand Five Hundred Thirty-four Dollars ($38,534.00). Additionally, any additions to or modifications of the work and/or materials shown on the attached exhibits which result in additional costs shall be handled as change orders and paid for by Tenant within twenty (20) days after delivery to Tenant of a reasonably detailed invoice therefore.

B. Notwithstanding the date specified in Paragraph l. B. above for the commencement of the term of this Lease, such term shall not commence until the substantial completion of the construction of all tenant improvements as specified above and Landlord has given notification to Tenant in writing that the Premises are ready for possession. Possession of the Premises shall be deemed delivered to Tenant at the date specified in such notification, notwithstanding any item of incomplete work set forth on a "punch list" prepared by Landlord and Tenant in writing at the time of or within forty-five (45) days after the Commencement Date. Tenant shall have the right to enter the Premises at least thirty (30) days prior to the Commencement Date for the purpose of installing Tenant's equipment, fixtures and furnishings, provided, however, that Tenant first notifies Landlord prior to such entries and receives Landlord's consent, which shall not be unreasonably withheld, conditioned or delayed and that Tenant does not, under any circumstances, interfere with or delay the completion of the tenant improvements being installed by Landlord. No rent shall be due to Landlord on account of such activities of Tenant. Landlord shall not be liable to Tenant if Landlord does not deliver possession of the Premises to Tenant on the date specified in Paragraph l. B. above, and Landlord's non-delivery of the Premises shall not affect this Lease or the obligations of Tenant under this Lease. In such event, the term of this Lease shall be extended for a period equal to the delay in delivery of possession of the Premises to Tenant, plus the number of days necessary to end the term of this Lease on the last day of a month and rent at the applicable rate, shall be payable for such additional portion of the month. If delivery of possession of the Premises to Tenant is delayed, Landlord and Tenant shall, at the request of either, upon such delivery, execute an amendment to this Lease setting forth the Commencement Date and Termination Date of this Lease. In all events (but subject to the provisions of Paragraph 2. D., below), if Landlord fails, despite the exercise of its commercially reasonable efforts to substantially complete the tenant improvements, or for any other reason fails to deliver the Premises to Tenant by October 31, 1999, then the Tenant, as its sole and exclusive remedy, shall have the right to elect either to (i) terminate this Lease, by giving written notice to Landlord no later than November 15, 1999, and if Tenant does so terminate this Lease, Landlord shall promptly refund to Tenant any security deposit and any pre-paid rent then being held by Landlord and neither Landlord nor Tenant shall have any further liability to the other in connection with this Lease (except with respect to obligations or liabilities which accrued prior to the date of such termination or which relate to surrender of the Premises), or (ii) to file suit for specific performance of Landlord's obligations under this Lease (provided, however, Tenant shall not be entitled to claim or recover any monetary damages against Landlord).

C. If Tenant occupies or enters the Premises prior to the Commencement Date, such occupancy or entry shall not advance the Termination Date of this Lease. All of the terms, covenants and provisions of this Lease shall apply from the date of occupancy and possession or entry and the rent shall be paid at the rate herein set forth on a pro rata basis for the early occupancy period, provided, however, Tenant shall not be required to pay rent if Tenant, or its agents, contractors or employees, merely enters the premises for the limited purposes described in Paragraph 2.13. above.

D. If Landlord is delayed in substantially completing tenant improvements as a result of any of the following, then commencement of the term of this Lease and the Termination Date of this Lease shall be as stated in Paragraph 1. B. above; and, Tenant shall not be relieved of its obligations to pay rent as prescribed in Paragraph 3 below:

(1) Tenant's failure to approve or "approved as noted" detailed working drawings or other drawings, plans or specifications within five (5) business days after submission by Landlord.

(2) The performance by any person, firm or corporation (other than Landlord's contractor) employed at Tenant's request and the completion of work by said person, firm or corporation;

(3) Delay in delivery of materials, finishes, or installations requested by Tenant other than materials, finishes and installation used as Building Standard items by Landlord's contractors in the Improvements; and

(4) Any other delay (including, without limitation, delay in providing necessary approvals or disapproval s required of Tenant) caused primarily by the action or inaction of Tenant or its employees, agents, contractors or invitees.

E. Tenant's occupancy of the Premises shall constitute acceptance thereof and shall be deemed to constitute Tenant's agreement that the Premises comply with all requirements of Tenant and all obligations of Landlord with respect to the condition, order and repair thereof, including, but not limited to, the tenant improvements required to be made by Landlord, pursuant to this Paragraph 2 or elsewhere in this Lease, except for those matters of which Tenant notifies Landlord in writing within forty-five (45) days after the Commencement Date, and except for latent defects which were not manifest within such forty-five (45) day period and which could not have been ascertained by Tenant by a reasonably thorough inspection of Landlord's tenant improvements. Tenant shall have no right whatsoever to raise any objection with respect to the condition of the Premises, including, but not limited to, Landlord's tenant improvements, unless set forth in such a written notice timely given.

3. RENT:

A. Tenant covenants to pay to Landlord% Emory Hill Management Co., Suite 100, 92 Reads Way, New Castle, Delaware 19720, or at such place as Landlord shall from time to time direct, the basic rent ("Basic Rental") in the amounts set forth below during the term of this Lease. Such Basic Rental shall be payable in equal monthly installments, in advance and without demand, on the first day of each and every month during the term of this Lease, commencing on the Commencement Date.

The Basic Rental shall be composed of two components, the first of which is a fixed component as follows:

In addition to the amount set forth above, Basic Rental shall also include, and Tenant shall pay to Landlord monthly, on the first day of each and every month during the term and without demand, commencing with the first payment of Basic Rental due under the Lease, the sum of Five Thousand Thirty-nine and 49/100 Dollars ($5,039.49) (the "Amortized Amount"). The Amortized Amount is the amount obtained by amortizing, for repayment on a monthly basis, the sum of Two Hundred Thirty-six Thousand Seven Hundred Seventy-eight Dollars ($236,778.00) (the "Financed Amount") over a period of five (5) years at an interest rate equal to ten percent (10%) per annum. Landlord and Tenant have agreed that Landlord shall, in effect, finance for Tenant up to the amount of Two Hundred Thirty-six Thousand Seven Hundred Seventy-eight Dollars ($236,778.00) on account of the cost of Landlord's tenant improvements. The Landlord will also pay the balance of the cost of the Landlord's tenant improvements described on EXHIBIT C-1 and EXHIBIT C-2, subject to Tenant's obligation to pay the sum of Thirty-eight Thousand Five Hundred Thirty-four Dollars ($38,534.00), as described above, and any additional costs resulting from additions to or modifications of the work and/or materials shown on those exhibits, as also described above. Thus, the full amount of Basic Rental for the first month of the Lease will be Eighteen Thousand Eight Hundred Seventy-six and 24/100 Dollars ($18,876.24), and the full amount of the Basic Rental for the first month of the second lease year will be Nineteen Thousand One Hundred Sixty-seven and 54/100 Dollars ($19,167.54), and so on for the remaining three (3) lease years of the term.

详细内容见附件