MEMORANDUM OF UNDERSTANDING BETWEEN U.S. DEPARTMENT OF THE INTERIOR, U.S. GENERAL SERVICES ADMINISTRATION, GUEST SERVICES, INC., AND EARTHSHELL CORPORATION

In the spirit of cooperation and to help protect the environment, this Memorandum of Understanding (MOU) is a voluntary agreement between and among its participants, EarthShell Corporation (EarthShell), the U.S. Department of the Interior (Interior), the U.S. General Services Administration (GSA), and Guest Services, Inc. (GSI). The purpose of this MOU is for the participants to enter into a partnership to address the problem of atmospheric and land pollution and to promote pollution prevention practices. This will be accomplished by the use of biodegradable EarthShell food packaging products in the Interior cafeteria on a six-month pilot project basis. The authority for this MOU is the Resource Conservation and Recovery Act (RCRA), as amended, Executive Order 12780, and Executive Order 13101. The participants hereby agree that principles of good faith partnership and steadfast adherence to the purposes of this MOU will govern their conduct hereunder.

II. RESPONSIBILITIES OF THE PARTICIPANTS

A. U.S. Department of the Interior

Interior will lend its cafeteria as a demonstration site for the EarthShell food packaging products enumerated under paragraph "B" below. Interior will notify EarthShell and the other participants of observations, complaints, suggestions, etc., regarding the performance, cost effectiveness, user responsiveness, or other pertinent information pertaining to this pilot project.

Interior will provide a display case in the cafeteria featuring EarthShell products. EarthShell, however, will principally develop the display to publicize this pilot project.

Interior will assist in implementing a composting project using EarthShell products during the term of this pilot project by making appropriate source-separation receptacles available and publicizing this effort to cafeteria users.

B. EarthShell Corporation

EarthShell will provide at the Interior cafeteria selected items from their product line listed below:

Clam Shells	Plates (6 inch)
Carry Out Trays	Vegetable Bowls
Plates (9 inch)	Soup Bowls

Estimated quantities for the selected items are set forth in Appendix A to this MOU.

Subject to any specific, negotiated changes during the term of the pilot project, EarthShell agrees to make these items available at no cost.

To the maximum extent possible, EarthShell will mark the items to be used during this pilot project with Interior's 150th Anniversary commemorative symbol, to be provided by Interior sufficiently in advance of the start date of the pilot project.

EarthShell will periodically advise the participants regarding its product development and improvement efforts, with any new products to be discussed and/or displayed in the Interior cafeteria EarthShell display. During this pilot project, EarthShell may propose to add food packaging products to those listed above.

EarthShell will provide technical assistance to support development of a composting project using EarthShell products during the term of this pilot project.

C. General Services Administration

GSA will communicate and collaborate with GSI, and, where applicable, the other participants, in a manner best supporting the purposes of this MOU.

GSA will use its best efforts to implement a composting project using EarthShell products during the term of this pilot project.

D. Guest Services, Inc.

In performance of its contract with GSA to provide cafeteria services at Interior, GSI will use the listed EarthShell products, and any others added by agreement of the participants, during the term of this pilot project. GSI will notify EarthShell and the other participants of observations, complaints, suggestions, etc., regarding the performance, cost effectiveness, user responsiveness, or other pertinent information pertaining to this pilot project.

During the period of this pilot project, unless otherwise agreed, GSI will not purchase or make any other item (e.g., polystyrene soup bowl, paper or polystyrene plate) of a similar size or function available as those provided by EarthShell available for food services. GSI may, with the concurrence of the participants, introduce biodegradable food packaging products from sources other than EarthShell for any item(s) not provided by EarthShell during the term hereof. Such arrangements may be made through separate agreement(s) with other biodegradable product sources.

GSI will ensure that its participation in this pilot project will not affect its coverage under any policy of insurance that it may have with respect to the Interior cafeteria operation.

III. DURATION

The pilot project contemplated under this MOU will be in effect for a period of six (6) months after its start date. The start date for this pilot project is April 28, 1999, and, unless otherwise shortened or extended by written agreement of the participants, the ending date is October 22, 1999. This MOU may be terminated upon thirty (30) days written notice of any participant.

IV. MISCELLANEOUS

Nothing herein shall be construed to change the obligations of the participants under any existing contractual relationships.

Nothing herein shall be construed as a governmental endorsement of particular products or brand names. EarthShell shall submit to Interior for review any proposed advertising or promotional statement or copy that references its participation in this pilot project.

Except as may specifically be agreed in writing or as expressly set forth herein, the Government is not obligated to expend any funds or make particular resources available in furtherance of this MOU.

V. SIGNATORIES

The undersigned individuals hereby execute this Memorandum of Understanding on behalf of their respective principals. This agreement takes affect when signed by all participants.

For U.S. Department of the Interior:	For EarthShell Corporation:
John Berry, Assistant Secretary Policy, Management and Budget	Vince Truant, Vice President of Marketing Environmental Affairs & Public Relations
For U.S. General Services Administration:	For Guest Services, Inc.:
Jim Knodel Concessions & Retail Tenant Services	Sam Ayoub Group Director of Operations

APPENDIX A

For the 6 month pilot period, EarthShell will provide at no cost to the Interior cafeteria the following items in the quantities stated below.

	Quantity	Price
Plates (9 inch)	30,000	-0-
Soup Bowls	9,000	-0-