TERMINATION OF LEASE

THIS TERMINATION OF LEASE (this "Agreement"), made as of the 13th day of October, 2000 by and between CHIPPEWA LIMITED PARTNERSHIP, a Maryland limited partnership (the "Landlord"), and EARTH SHELL CORPORATION, a Delaware corporation (the "Tenant").

RECITALS

Pursuant to a Lease Agreement dated July 2, 1999 (the "Lease") by and between the Landlord and the Tenant, the Landlord leased to the Tenant a certain premise (the "Premises") located in the building known as 9020 Junction Drive in Howard County, Maryland. The Landlord and the Tenant have agreed to terminate the Lease, subject to the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the premises and for further good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows:

1. Termination of the Lease. The Lease and the leasehold estate created thereby are hereby terminated, effective 12:00 a. m., October 13, 2000 (the "Termination Date"). From and after the Termination Date, (a) the Tenant shall have no interest whatsoever in the Premises, and (b) neither the Landlord nor the Tenant shall have further rights, obligations, responsibilities or duties under the Lease, except as set forth herein.

2. Conditions Precedent to Termination. This Agreement and the termination of the Lease is, at the Landlord's election, subject to the following conditions precedent:

(a) New Lease. On or prior to the Termination Date, the Landlord and Little Optics, Inc., a Delaware corporation (the "New Tenant"), shall have entered into a new lease agreement for the lease of the Premises to the New Tenant on terms and conditions satisfactory to the Landlord in the Landlord's sole and absolute discretion and such lease shall not be subject to any unsatisfied condition precedent or conditioned on any approval not obtained by Landlord.

(b) Lender's Approval. Landlord shall have obtained from the holder of any mortgage or deed of trust or similar instrument affecting all or any part of the Premises (a "Mortgagee") the written approval of the termination of the Lease and of the new lease to be entered into by and between the Landlord and the New Tenant.

(c) Estoppel and SNDA. The Landlord shall have obtained from the New Tenant a Tenant Estoppel Certificate, a Subordination, Non-Disturbance and Attornment Agreement and any other agreement required by a Mortgagee with respect to the New Tenant. In the event that any of the foregoing conditions precedent are not satisfied as of the Termination Date, then the Landlord, in its sole and absolute discretion, shall have the right (but shall not be obligated to) to terminate this Agreement. If the Landlord elects to terminate this Agreement, it shall give written notice of termination to the Tenant and, upon the giving of such notice, this Agreement shall become null, void and of no force or effect, as if it had never been executed, and the Lease shall continue in existence in accordance with its terms and conditions.

3. Possession and Condition of Premises. On the Termination Date, the Tenant shall deliver to the Landlord possession of the Premises in the condition that the Premises are required, by paragraph 24, and any other applicable provisions of the Lease, to be in on the date of expiration or earlier termination of the Lease.

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