EARTHSHELL CORP
JOINT DEVELOPMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10_42.html
<DESCRIPTION>JOINT DEVELOPMENT AGREEMENT
<TEXT>

<HTML>
<HEAD>
<TITLE>  Exhibit 10.42
</TITLE>
</HEAD>
<BODY>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Joint
Development Agreement</U></FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under
a  Confidential  Disclosure  Agreement  dated January 26, 2001, E. I. du Pont de
Nemours and Company (hereinafter "DuPont") and E. Khashoggi Industries,  LLC and
EarthShell  Corporation  (hereinafter  "EKI/  EarthShell")  have been exchanging
information  with  respect  primarily  to DuPont's  Biomax(R)hydro/biodegradable
polyester  resins and  EKI/EarthShell's  biodegradable  materials for disposable
food service packaging applications. DuPont and EKI/EarthShell now wish to enter
into a joint development program in the following areas:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Developing films using DuPont's Biomax(R)resins as
a component for sandwich wrap applications</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Developing  films using  Biomax&#174;  resins as a
component  of the  film as a  barrier  layer  on  EKI/EarthShell  foam  laminate
products for disposable food service applications </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Establishing  a Joint  Business  Plan with  agreed
upon economic goals for both parties</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;o
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Developing the most cost effective  route
to compounded Biomax&#174; resin blends </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>DuPont has developed
Biomax&#174;  hydro/biodegradable  polyester  resins,  which are  biodegradable.
DuPont will  provide the final  compounded  resin that meets the Fitness For Use
(FFU)  requirements as defined by  EKI/EarthShell  for wrap applications and for
EKI/EarthShell  foam laminate products in support of work according to the above
bullet points. DuPont will make available a Research Scientist for collaboration
on  formulation  issues,  an  Applications  Engineer  to assist in  establishing
Biomax&#174;  resins  film  FFU&#146;s  and  film-making  expertise,  access for
EKI/EarthShell  to all trials for resin and film  making  and  laboratories  for
measuring  physical  properties,  and a  Marketing  Manager for  involvement  in
marketing   the  end   products  to   EKI/EarthShell&#146;s   customers   and  a
Manufacturing Manager to assist in the manufacturing process. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EKI/EarthShell has unique,
proprietary  know-how and expertise in formulation of composite  materials using
starch,  inorganics,  and  biopolymers  for  the  manufacture  of  food  service
disposables. EKI/ EarthShell will use this expertise to incorporate Biomax&#174;
into  their  composites  for  this  purpose.   EKI/EarthShell   will  provide  a
Manufacturing  Manager  that has  film-  and  wraps-manufacturing  expertise,  a
Research Scientist for collaboration on incorporating  EarthShell  inorganic and
organic additives into Biomax&#174;  resins, and a Marketing Manager to lead the
marketing visits to  EKI/EarthShell&#146;s  customers.  EKI/EarthShell will also
provide a Finance Manager to do economic modeling for both projects. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Specific goals and
milestones for this Joint Development  Agreement will be established by March 6,
2001,  or as  soon  thereafter  as may be  reasonably  practicable,  by a  Joint
Development  Team  comprising  members  appointed  by  each  party.  An  overall
objective  for the Program is to jointly  develop  and market  EarthShell&#146;s
foam laminate packaging  products and sandwich wraps using Biomax&#174;  resins.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The parties agrees that the
collaborative  program  be  carried  out  subject  to the  following  terms  and
conditions:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.&nbsp;&nbsp;Confidential
technical  and/or  business  information  and samples to be disclosed  hereunder
during  the   collaborative   program  shall  be  referred  to  collectively  as
&#147;Confidential Information&#148;.  During the term of this Agreement and for
a period of three (3) years  following  termination  of this  Agreement,  unless
mutually  agreed  otherwise,   the  party  receiving  Confidential   Information
(hereinafter  &#147;the  receiving  party&#148;)  shall hold the  information in
confidence  and not use it for any purpose other than  furtherance  of the joint
development program. During the term of this Agreement, a receiving party agrees
to disclose  Confidential  information only to those of its employees who have a
need for such  information in the  performance of their duties  associated  with
work   hereunder   and  who  have  agreed  to  maintain   the   information   in
confidence.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.&nbsp;&nbsp;The confidentiality obligations of the preceding paragraph shall apply to all
information disclosed hereunder whether it is identified in writing as
confidential and is disclosed in written form or is disclosed orally or by
observation of samples or of process or equipment operation. However, the
obligations of confidentiality and restricted use shall not apply to information
disclosed during the collaborative program which:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;prior to the  disclosure,  was of  record in the
files of the receiving party;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;is  or  becomes  available  to the  public  from a
source other than the receiving party;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;becomes known from a third party source having the
right to disclose the information;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;is  developed  independently  by  employees of the
receiving  party,  which  employees  have  not  and  were  not  involved  in the
collaborative program and had no access to the disclosure; or</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;is released in writing from the obligations by the
party that disclosed the information.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.
The confidentiality agreement in effect since January 26, 2001 remains as the
dominant agreement regarding exchange of confidential information under this
Agreement. Any new confidential information disclosed by either party as a
result of this Joint Development Agreement will be viewed as an addendum to the
1/26/01 Agreement. Any obligation of confidentiality created under the 1/26/01
Agreement shall continue for the time period provided in that agreement.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.
Nothing in this Agreement shall prevent either party from providing Confidential
Information to its affiliates provided that the affiliate agrees to be bound by
the same obligations of confidentiality that apply to that party. Under this
agreement, &#147;affiliate&#148; is defined to be any company owned or
controlled either directly or indirectly by a party through ownership of at
least fifty percent (50%) of the stock normally entitled to vote for the
election of directors.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.
During the term of this Agreement,  the parties will meet or otherwise confer on
an  as-needed  basis to decide the  developmental  work to be  performed by each
party  during the  program.  Each party  will be  responsible  for its own costs
incurred during the program.</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.
&nbsp;(a)  DuPont  agrees to actively  test and evaluate
all applications which DuPont and EKI/EarthShell mutually agree are of potential
commercial interest.</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
DuPont and  EKI/EarthShell  will have access to each other&#146;s lab equipment,
tests,  manufacturing  trials,  and data  from the  same,  provided  in a timely
manner.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.
It is the intent of this  Agreement  that the parties  will work with each other
exclusively during the development  program in the subject areas outlined in the
bullets points in paragraph one. Accordingly, during the term of this Agreement,
it is agreed that the parties  will not enter into a joint  development  program
with any third party for the  development of  biodegradable  barrier systems for
use in food service  packaging in the subjects of interest (see bullet points in
the first paragraph) agreed to between DuPont and EKI/EarthShell.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8.
DuPont and  EKI/EarthShell  shall retain sole and exclusive  ownership of all of
their  respective  technical  information and know how relating to biodegradable
polymers and biodegradable  disposable food service packaging which they possess
as of the date of this  Agreement.  All new technical  information  and know how
developed  during  the  development  Program  relating  to  the  formulation  of
composite   materials  using  starch,   inorganics,   and  biopolymers  for  the
manufacture   of  food   service   disposables   composites   shall   belong  to
EKI/EarthShell  including  film  composites  specific  to the  bullet  points in
paragraph one. All new technical  information and know how developed  during the
development Program relating to Biomax&#174;  resins shall belong to DuPont. All
other  inventions  developed  during the  development  Program  shall be jointly
owned,  and the  following  the  provisions  shall apply to all  inventions  and
discoveries made pursuant to work conducted under the joint development  program
in the subject of interest (see bullet points in the first  paragraph) to DuPont
and EKI/EarthShell.  The parties agree to cooperate with each other in preparing
and filing patent  applications on such  inventions at joint expense,  If either
party  does  not  wish  to  participate  in the  filing  and/or  prosecution  or
maintenance of any such patent application or patent, then it shall upon request
promptly  assign its interest  therein to the other party,  and it will retain a
nonexclusive,  royalty-free  license  with  the  right  to  sublicense  only its
affiliates under any patent issuing from such application.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.
Except as provided in paragraph 8 above, no other right or license under any
patent or patent application owned by either party is granted under this
Agreement.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10. Supply of Product:


Provided
that the Program is successful (meaning that the Program has met all goals and
milestones as established and agreed by the Joint Development Team), DuPont and
EKI/EarthShell will enter into a long-term supply agreement, at a competitive
price, for the supply of Biomax&#174; biodegradable PET resins and/or compounded
Biomax&#174; resin blends by DuPont for EKI/Earth/Shell&#146;s and/or
EKI/EarthShell&#146;s agents requirements, that facilitates market entry of the
final products and the opportunity for increased profitability for both parties.
Specific terms and conditions of such long term supply agreement, including a
minimum period of exclusivity of not less than three (3) years, will be
negotiated in good faith at a later mutually agreeable date.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.
Each party to this Agreement shall be responsible for its own losses and
expenses resulting from injury to, or death of, any person or loss of, or damage
to, property or the environment arising out of performance of this Agreement,
except when such loss and expenses are caused by the willful misconduct or gross
negligence of the other party.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>12.
When performing under this Agreement, DuPont and EKI/EarthShell shall act at all
times as independent parties. Nothing contained herein shall be construed or
applied so as to create the relationship of principal and agent or of employer
and employee between DuPont and EKI/EarthShell. Neither party shall make any
commitment or incur any charge or expense in the name of the other party. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13.
This Agreement shall be effective as of the date of its acceptance by
EKI/EarthShell and shall expire one (1) year thereafter with a provision for
renewal upon the concurrence of both DuPont and EKI/EarthShell. In addition,
this Agreement may be terminated earlier than the expiration date by either
party upon thirty (30) days&#146; prior written notice to the other party. Such
expiration or termination shall not relieve either party of any obligation
created hereunder prior to expiration or termination. </FONT></P>


<PAGE>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>14.
The validity and interpretation of this Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without
reference to the choice of law or conflicts principles of such state which might
otherwise be applicable. </FONT></P>

        If this Agreement is satisfactory, please have a duly authorized officer of your
company sign both copies of the agreement and return one copy to us.
<PRE>
                                            Yours very truly,

                                            E. I. du Pont de Nemours and Company

                                            By:    <U> /s/ Daniel P. Finett        </U>

                                            Title: <U> Daniel P. Finett            </U>

                                            Date:  <U> 2-27-01                     </U>

ACCEPTED:

<U>/s/ Vincent J. Truant               </U>

<U>By:     Vincent J. Truant           </U>
        (Typed or Printed Name)

<U>Title:  Senior Vice President       </U>

<U>Date:    2-27-01                    </U>
</PRE>
</BODY>
</HTML>
</TEXT>
</DOCUMENT>
