DESIGN, PROCUREMENT AND CONSTRUCTION MANAGEMENT
SERVICES AGREEMENT

THIS DESIGN, PROCUREMENT AND CONSTRUCTION MANAGEMENT SERVICES AGREEMENT (this "Agreement") is made effective May 13, 1998 (the "Effective Date") by and among EARTHSHELL CORPORATION, formerly known as EarthShell Container Corporation, a Delaware corporation ("EARTHSHELL"), SWEETHEART CUP COMPANY INC., a Delaware corporation ("SWEETHEART" and, together with EARTHSHELL, the "PROJECT OWNERS"), CH2M HILL INDUSTRIAL DESIGN CORPORATION, an Oregon corporation ("CH2M"), and IDC CONSTRUCTION MANAGEMENT, INC., an Oregon corporation ("IDC" and, together with CH2M, the "IDC PARTIES").

RECITALS

A. IDC, a wholly-owned subsidiary of CH2M, provides design, procurement, construction management, design/build, system integration, industrial engineering, consulting and other services. IDC, through its business unit known as THE FOOD GROUP ("TFG"), has substantial experience and expertise in the design and installation of food processing facilities and in providing related services to the food products industry.

B. EARTHSHELL is engaged in the business of developing and sub licensing the production of packaging material with product applications for food service disposables.

C. SWEETHEART manufactures and supplies food service disposables and owns a manufacturing facility located at 9830 Reistertown Road in Owings Mills, Maryland (the "Sweetheart Facility"). Pursuant to the Operating Agreement entered into by EARTHSHELL and SWEETHEART on October 16, 1997 (the "Operating Agreement"), SWEETHEART has agreed that a portion of the Sweetheart Facility will serve as a production facility for hinged sandwich containers for McDonald's Corporation that utilize packaging material sublicensed from EARTHSHELL ("Products"). The Operating Agreement contemplates that EARTHS HELL will install certain operating lines of equipment for manufacturing Products ("Process Equipment Lines") at the Sweetheart Facility and in connection therewith that various modifications will be required to be made to the Sweetheart Facility and related infrastructure (the "Project").

D. EARTHSHELL and SWEETHEART wish to engage TFG, and TFG wishes to be engaged, (i) to provide design and construction management services relating to the renovations to be made to the Sweetheart Facility, (ii) to assist with the procurement and installation of the Process Equipment Lines and (iii) to provide consulting and other services relating to the Project, all on the terms and conditions set forth below.

NOW, THEREFORE, for good and sufficient consideration, EARTHSHELL, SWEETHEART, IDC and CH2M (each a "PARTY" and collectively, the "PARTIES") agree as follows:

ARTICLE 1
SCOPE OF WORK

1.1 TFG agrees to furnish to EARTHSHELL and SWEETHEART on a timely basis the design, procurement, construction management, design/build, system integration, industrial engineering, consulting and other services required for the Project, as more specifically set out in the Scope of Work attached hereto as Exhibit A and incorporated into this Agreement (the "Scope of Work").

ARTICLE 2
TFG'S RESPONSIBILITIES

2.1 TFG shall perform and complete in accordance with the Target Contract Schedule (as defined in Article 5.1) the services and other work contemplated by the Scope of Work ("Work") in a professional and competent manner, with the skill and diligence that would be expected of a world-class engineering services firm. All employees of TFG who render services in connection with the Project shall have appropriate training and experience for the particular Work that they perform.

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