3 D SYSTEMS CORP
EXHIBIT 10.1
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<TYPE>EX-10.1
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<FILENAME>a2029896zex-10_1.txt
<DESCRIPTION>EXHIBIT 10.1
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                                                                    EXHIBIT 10.1

August 8, 2000


Mr. Jim D. Kever, Director
Mr. Kevin S. Moore, Director
Special Committee of the Board of Directors
3D Systems Corporation
26081 Avenue Hall
Valencia, CA 91355

Dear Messrs. Kever and Moore

RE:  AMENDMENT TO RETAINER AGREEMENT BETWEEN REGENT PACIFIC MANAGEMENT
     CORPORATION AND 3D SYSTEMS CORPORATION

This Amendment to Retainer Agreement sets forth certain amendments to the
Retainer Agreement between Regent Pacific Management Corporation, a California
corporation ("Regent Pacific"), and 3D Systems Corporation, a Delaware
corporation, and its wholly owned and controlled subsidiaries (collectively, "3D
Systems"), dated September 9, 1999, (the "Original Retainer Agreement"). Except
for the amendments expressly contained herein, the Original Retainer Agreement
shall remain in full force and effect.

Paragraph 1 of the Original Retainer Agreement is hereby amended in its entirety
as follows:

     1.   "Regent Pacific agrees to provide a team consisting of four full-time
          equivalents ("FTEs"), to assume the chief executive and general
          management responsibilities of 3D Systems, and to develop and
          implement a restructuring plan for 3D Systems. In addition, Regent
          Pacific agrees to make available up to two additional FTEs to provide
          additional management services on an as needed basis, beginning
          February 12, 2000."

The paragraph regarding "FEES:" of the Original Retainer Agreement is hereby
amended in its entirety as follows:

          "FEES: Regent Pacific has agreed to provide the work product included
          in this agreement for a period of twenty-four (24) months, including
          eighteen (18) months of non-cancelable services. This service shall be
          $12,500 per FTE per week payable in four (4) week increments, each to
          be paid in advance of each Regent Pacific standard four-week billing
          period. The maximum payment for the first four FTEs shall be $50,000
          per week. It is agreed and understood between us that the payments of
          such cash fees are to be made immediately preceding the start of each
          four-week billing period, and that failure to pay such periodic
          payments when due shall constitute a breach of this agreement by 3D
          Systems. It is further understood that such Regent Pacific's fees are
          to be paid in advance of the work to be performed. It is further
          agreed that such cash payments are earned upon

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Mr. Jim D. Kever
Mr. Kevin S. Moore
Special Committee of the Board of Directors
August 8, 2000
Page 2 of 3

          provision of the agreed upon services by Regent Pacific. Additionally,
          the services provided by up to two additional FTEs beginning February
          12, 2000 shall be $2,500 per FTE per day, billed in arrears based upon
          the actual time spent by the FTEs providing these services. It is
          agreed and understood that the cash payments for the two additional
          FTEs will be remitted to Regent Pacific within five days of invoice
          date."

The paragraph of the Original Retainer Agreement entitled "Term of Agreement" is
hereby amended in its entirety as follows:

          "TERM OF AGREEMENT: The term of this agreement shall be for
          twenty-four (24) months, with a right of cancellation by 3D Systems
          after eighteen (18) months, unless earlier terminated in accordance
          with this paragraph. Regent Pacific hereby commits the availability of
          its resources to 3D Systems under this agreement for the full
          twenty-four (24) month term of the engagement. 3D Systems may
          discharge Regent Pacific (i) for any material breach of this
          agreement, or (ii) at any time after the non-cancelable period
          provided that 3D Systems had delivered 60-day written notice of intent
          to cancel this agreement. Regent Pacific may withdraw from this
          assignment at any time with 3D Systems' consent or for good cause
          without 3D Systems' consent. Good cause includes 3D Systems' breach of
          this agreement (including 3D Systems' failure to pay any invoice
          within five working days of presentation), or any fact or circumstance
          that would render our continuing participation in the assignment
          unethical or unlawful."



                                    # # # # #


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Mr. Jim D. Kever
Mr. Kevin S. Moore
Special Committee of the Board of Directors
August 8, 2000
Page 3 of 3







Very truly yours,


REGENT PACIFIC MANAGEMENT CORPORATION



By: /s/ GARY J. SBONA
   ------------------------------------------------
        Gary J. Sbona
        Chairman and Chief Executive Officer




THE FOREGOING IS HEREBY APPROVED AND AGREED TO:


DATED: August 8, 2000

3D SYSTEMS CORPORATION
(Signifies full agreement with all terms and conditions)



BY: /s/ JIM D. KEVER
   ------------------------------------------------
    Name:  Jim D. Kever          Title: Director



BY: /s/ KEVIN S. MOORE
   ------------------------------------------------
    Name:  Kevin S. Moore        Title:  Director








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