




                                                             EXHIBIT 99.1
                                                             ------------



                                                           EXECUTION COPY












                        AGREEMENT AND PLAN OF MERGER

                                    among

                           EARTHSHELL CORPORATION,

                         EARTHSHELL TRIANGLE, INC.,

                          RENEWABLE PRODUCTS, INC.

                                     and

                           RENEWABLE PRODUCTS LLC










                          Dated as of June 17, 2005







                              TABLE OF CONTENTS



   1.   THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . .  1
        (a)  GENERAL . . . . . . . . . . . . . . . . . . . . . . . . .  1
        (b)  EFFECT OF MERGER  . . . . . . . . . . . . . . . . . . . .  2
        (c)  CONSUMMATION OF THE MERGER  . . . . . . . . . . . . . . .  2
        (d)  CERTIFICATE OF INCORPORATION  . . . . . . . . . . . . . .  2
        (e)  BY-LAWS . . . . . . . . . . . . . . . . . . . . . . . . .  2
        (f)  DIRECTORS AND OFFICERS  . . . . . . . . . . . . . . . . .  2

   2.   CONVERSION OF SECURITIES . . . . . . . . . . . . . . . . . . .  2
        (a)  MERGERCO COMMON STOCK . . . . . . . . . . . . . . . . . .  3
        (b)  TARGET COMMON STOCK . . . . . . . . . . . . . . . . . . .  3

   3.   CLOSING  . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
        (a)  TIME AND PLACE OF CLOSING . . . . . . . . . . . . . . . .  3
        (b)  CLOSING DELIVERIES  . . . . . . . . . . . . . . . . . . .  3

   4.   REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER  . . . . . . . .  3
        (a)  CORPORATE ORGANIZATION, QUALIFICATION . . . . . . . . . .  3
        (b)  POWER AND AUTHORITY . . . . . . . . . . . . . . . . . . .  4
        (c)  CONSENTS  . . . . . . . . . . . . . . . . . . . . . . . .  4
        (d)  CAPITALIZATION  . . . . . . . . . . . . . . . . . . . . .  5
        (e)  CONSTITUENT DOCUMENTS; DIRECTORS AND OFFICERS . . . . . .  5
        (f)  FINANCIAL . . . . . . . . . . . . . . . . . . . . . . . .  5
        (g)  TITLE TO ASSETS . . . . . . . . . . . . . . . . . . . . .  6
        (h)  RELATED PARTY TRANSACTIONS  . . . . . . . . . . . . . . .  6
        (i)  CONDUCT OF BUSINESS . . . . . . . . . . . . . . . . . . .  7
        (j)  MATERIAL ADVERSE CHANGES  . . . . . . . . . . . . . . . .  7
        (k)  CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . .  7
        (l)  PERMITS . . . . . . . . . . . . . . . . . . . . . . . . .  8
        (m)  EMPLOYEE BENEFITS . . . . . . . . . . . . . . . . . . . .  8
        (n)  EMPLOYEE RELATIONS  . . . . . . . . . . . . . . . . . . .  8
        (o)  TAXES . . . . . . . . . . . . . . . . . . . . . . . . . .  9
        (p)  LITIGATION  . . . . . . . . . . . . . . . . . . . . . . .  9
        (q)  LAWS  . . . . . . . . . . . . . . . . . . . . . . . . . . 10
        (r)  ENVIRONMENTAL . . . . . . . . . . . . . . . . . . . . . . 10
        (s)  REAL ESTATE . . . . . . . . . . . . . . . . . . . . . . . 10
        (t)  INTELLECTUAL PROPERTY . . . . . . . . . . . . . . . . . . 11
        (u)  CAPITAL COMMITMENTS . . . . . . . . . . . . . . . . . . . 11

   5.   REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERCO  . . . . 11
        (a)  CORPORATE ORGANIZATION, QUALIFICATION . . . . . . . . . . 11
        (b)  POWER AND AUTHORITY . . . . . . . . . . . . . . . . . . . 12
        (c)  CONSENTS  . . . . . . . . . . . . . . . . . . . . . . . . 12
        (d)  CAPITALIZATION  . . . . . . . . . . . . . . . . . . . . . 12
        (e)  CONSTITUENT DOCUMENTS . . . . . . . . . . . . . . . . . . 13
        (f)  SEC REPORTS AND FINANCIAL . . . . . . . . . . . . . . . . 14
        (g)  LITIGATION  . . . . . . . . . . . . . . . . . . . . . . . 15
        (h)  CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . 15

                                     -i-







        (i)  INTELLECTUAL PROPERTY . . . . . . . . . . . . . . . . . . 15
        (j)  ENVIRONMENTAL . . . . . . . . . . . . . . . . . . . . . . 16
        (k)  EMPLOYEE BENEFITS . . . . . . . . . . . . . . . . . . . . 16
        (l)  LAWS  . . . . . . . . . . . . . . . . . . . . . . . . . . 16
        (m)  CONDUCT OF BUSINESS . . . . . . . . . . . . . . . . . . . 16
        (n)  TITLE TO ASSETS . . . . . . . . . . . . . . . . . . . . . 17
        (o)  RELATED PARTY TRANSACTIONS  . . . . . . . . . . . . . . . 17
        (p)  PERMITS . . . . . . . . . . . . . . . . . . . . . . . . . 18
        (q)  MATERIAL ADVERSE CHANGES  . . . . . . . . . . . . . . . . 18
        (r)  TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . 18
        (s)  EMPLOYEE RELATIONS  . . . . . . . . . . . . . . . . . . . 18

   6.   CONDUCT PRIOR TO THE CLOSING . . . . . . . . . . . . . . . . . 19
        (a)  ACCESS  . . . . . . . . . . . . . . . . . . . . . . . . . 19
        (b)  PROVISION OF INFORMATION BY PARENT TO TARGET  . . . . . . 19
        (c)  CONSENTS  . . . . . . . . . . . . . . . . . . . . . . . . 19
        (d)  CONDUCT OF BUSINESS . . . . . . . . . . . . . . . . . . . 19
        (e)  NO INTENTIONAL ACTS . . . . . . . . . . . . . . . . . . . 21
        (f)  CERTIFICATE OF DESIGNATION  . . . . . . . . . . . . . . . 21

   7.   CONDITIONS TO TARGET'S OBLIGATIONS . . . . . . . . . . . . . . 21

   8.   CONDITIONS TO PARENT'S OBLIGATIONS . . . . . . . . . . . . . . 22

   9.   RIGHT TO TERMINATE . . . . . . . . . . . . . . . . . . . . . . 23

   10.  REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

   11.  POST CLOSING AGREEMENTS  . . . . . . . . . . . . . . . . . . . 23
        (a)  FURTHER ASSURANCES  . . . . . . . . . . . . . . . . . . . 23
        (b)  MANAGEMENT OF SURVIVING CORPORATION . . . . . . . . . . . 24
        (c)  NET OPERATING LOSSES  . . . . . . . . . . . . . . . . . . 24

   12.  DISCLOSURE OF CONFIDENTIAL INFORMATION . . . . . . . . . . . . 24
        (a)  OBLIGATION TO MAINTAIN CONFIDENTIALITY  . . . . . . . . . 24
        (b)  INJUNCTIVE RELIEF . . . . . . . . . . . . . . . . . . . . 25

   13.  INDEMNIFICATION OBLIGATIONS OF PARENT  . . . . . . . . . . . . 25

   14.  INDEMNIFICATION OBLIGATIONS OF STOCKHOLDER . . . . . . . . . . 26

   15.  ARBITRATION  . . . . . . . . . . . . . . . . . . . . . . . . . 26

   16.  MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . 27
        (a)  PUBLICITY . . . . . . . . . . . . . . . . . . . . . . . . 27
        (b)  NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . 27
        (c)  FEES AND EXPENSES . . . . . . . . . . . . . . . . . . . . 28
        (d)  ENTIRE AGREEMENT  . . . . . . . . . . . . . . . . . . . . 28
        (e)  SURVIVAL; NON-WAIVER  . . . . . . . . . . . . . . . . . . 28
        (f)  APPLICABLE LAW  . . . . . . . . . . . . . . . . . . . . . 28
        (g)  CONSENT TO JURISDICTION . . . . . . . . . . . . . . . . . 28
        (h)  BINDING EFFECT  . . . . . . . . . . . . . . . . . . . . . 29

                                    -ii-







        (i)  ASSIGNMENT  . . . . . . . . . . . . . . . . . . . . . . . 29
        (j)  AMENDMENTS  . . . . . . . . . . . . . . . . . . . . . . . 29
        (k)  HEADINGS  . . . . . . . . . . . . . . . . . . . . . . . . 29
        (l)  SEVERABILITY  . . . . . . . . . . . . . . . . . . . . . . 29
        (m)  COUNTERPARTS  . . . . . . . . . . . . . . . . . . . . . . 29
        (n)  NO STRICT CONSTRUCTION  . . . . . . . . . . . . . . . . . 29
        (o)  GENDER  . . . . . . . . . . . . . . . . . . . . . . . . . 29
        (p)  INTERPRETATION  . . . . . . . . . . . . . . . . . . . . . 29













































                                    -iii-







                               INDEX OF TERMS


   Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
   Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
   Business  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
   Certificate of Merger . . . . . . . . . . . . . . . . . . . . . . .  2
   Claims  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
   Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
   Closing Date  . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
   Code  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
   Confidential  . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
   Confidential Information  . . . . . . . . . . . . . . . . . . . . . 24
   Consents  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
   Constituent Corporations  . . . . . . . . . . . . . . . . . . . . .  2
   Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
   Damages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
   DGCL  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
   Effective Time  . . . . . . . . . . . . . . . . . . . . . . . . . .  2
   Environmental Laws  . . . . . . . . . . . . . . . . . . . . . . . . 10
   Environmental Permits . . . . . . . . . . . . . . . . . . . . . . . 10
   ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
   Exchange Act  . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
   GAAP  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
   Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
   Material Contracts  . . . . . . . . . . . . . . . . . . . . . . . .  8
   Merger  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
   Mergerco  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
   Parent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
   Parent Common Stock . . . . . . . . . . . . . . . . . . . . . . . . 12
   Parent Financial Statements . . . . . . . . . . . . . . . . . . . . 14
   Parent Interim Financial Statements . . . . . . . . . . . . . . . . 14
   Parent Series B Preferred Stock . . . . . . . . . . . . . . . . . . 13
   Parent Series C Preferred Stock . . . . . . . . . . . . . . . . . . 13
   Parent Stock  . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
   Parent's and Mergerco's Ancillary Documents . . . . . . . . . . . . 12
   Per Share Merger Consideration  . . . . . . . . . . . . . . . . . .  3
   Permits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
   ReNewable . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
   Returns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
   SEC Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
   Stockholder . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
   Surviving Corporation . . . . . . . . . . . . . . . . . . . . . . .  1
   Target  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
   Target Leased Premises  . . . . . . . . . . . . . . . . . . . . . . 10
   Target Share  . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
   Target's Ancillary Documents  . . . . . . . . . . . . . . . . . . .  4
   Target's Interim Financial Statements . . . . . . . . . . . . . . .  6
   Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9




                                    -iv-







                        AGREEMENT AND PLAN OF MERGER

        THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is made as of
   June 17, 2005, by and among EarthShell Corporation, a Delaware
   corporation ("Parent"), EarthShell Triangle, Inc., a Delaware
   corporation and a wholly-owned subsidiary of Parent ("Mergerco"),
   ReNewable Products, Inc., a Delaware corporation ("Target"), and
   ReNewable Products LLC, a Delaware limited liability company and sole
   stockholder of Target ("Stockholder").

                               R E C I T A L S
                               ---------------

        A.   Target is engaged in the business of manufacturing,
   marketing and distributing biodegradable plates and bowls (the
   "Business").


        B.   The Board of Directors of Parent deems it advisable and in
   the best interests of Parent and its stockholders for Parent to enter
   the Business through the acquisition of Target.

        C.   The Board of Directors of each of Parent, Mergerco and
   Target has approved, and deems it advisable and in the best interests
   of its respective stockholders to consummate, Parent's acquisition of
   Target by means of a reverse merger of Mergerco with and into Target,
   upon the terms and subject to the conditions set forth herein;

        D.   In furtherance thereof, the respective Boards of Directors
   of Mergerco and Target have approved this Agreement in accordance with
   the Delaware General Corporation Law, as amended ("DGCL"); and

        E.   The parties hereto intend that the Merger (as defined
   herein) shall qualify for U.S. federal income tax purposes as a
   reorganization within the meaning of Section 368(a) of the U.S.
   Internal Revenue Code of 1986, as amended (together with the rules and
   regulations promulgated thereunder, the "Code").

                             A G R E E M E N T S
                             -------------------

        Therefore, for good and valuable consideration, the receipt and
   sufficiency of which are hereby acknowledged, the parties agree as
   follows:

        1.   THE MERGER.

             (a)  GENERAL.  Upon the terms and subject to the conditions
        contained in this Agreement, at the Effective Time (as herein
        defined) and in accordance with the DGCL, Mergerco shall be
        merged with and into Target (the "Merger"), the separate
        corporate existence of Mergerco shall cease and Target shall
        continue as the surviving corporation under the corporate name
        "ReNewable Products, Inc." (the "Surviving Corporation").







        Mergerco and Target are sometimes referred to in this Agreement
        as the "Constituent Corporations".

             (b)  EFFECT OF MERGER.  Immediately following the Merger,
        the Surviving Corporation shall (i) possess all rights,
        privileges, immunities and franchises, both public and private,
        of the Constituent Corporations, (ii) be vested with all
        property, whether real, personal or mixed, and all debts due on
        whatever account, and all other causes of action, and all and
        every other interest belonging to or due to each of the
        Constituent Corporations, and (iii) be responsible and liable for
        all the obligations and liabilities of each of the Constituent
        Corporations, all with the effect set forth in the DGCL.

             (c)  CONSUMMATION OF THE MERGER.  At the Closing (as herein
        defined), the parties shall cause to be filed with the Secretary
        of State of the State of Delaware a certificate of merger and
        other appropriate documents (such certificates and other
        documents being hereinafter collectively referred to as the
        "Certificate of Merger") executed in accordance with the relevant
        provisions of the DGCL and shall make all other filings,
        recordings or publications required by the DGCL in connection
        with the Merger.  The Merger shall become effective (i) at the
        time at which the Certificate of Merger is duly filed with the
        Secretary of State of the State of Delaware or (ii) at such other
        time specified in the Certificate of Merger (the "Effective
        Time").

             (d)  CERTIFICATE OF INCORPORATION.  The Certificate of
        Incorporation of Target, as in effect immediately prior to the
        Effective Time, shall be, from and after the Effective Time, the
        Certificate of Incorporation of the Surviving Corporation, until
        thereafter altered, amended or repealed in accordance with
        applicable law.

             (e)  BY-LAWS.  The By-Laws of Target, as in effect
        immediately prior to the Effective Time, shall be, from and after
        the Effective Time, the By-Laws of the Surviving Corporation,
        until thereafter altered, amended or repealed as provided therein
        and in accordance with applicable law.

             (f)  DIRECTORS AND OFFICERS.  The directors and officers of
        Target in office immediately prior to the Effective Time shall
        be, from and after the Effective Time, the directors and
        officers, respectively, of the Surviving Corporation until the
        earlier of their death, resignation or removal or until their
        respective successors are duly elected or appointed or qualified,
        as the case may be.

        2.   CONVERSION OF SECURITIES.  As of the Effective Time, by
   virtue of the Merger and without any action on the part of Target or
   Mergerco or their respective stockholders:

                                     -2-







             (a)  MERGERCO COMMON STOCK.  Each issued and outstanding
        share of capital stock of Mergerco shall be converted into and
        become one fully paid and non-assessable share of common stock,
        par value $0.01 per share, of the Surviving Corporation.

             (b)  TARGET COMMON STOCK.  Each share of capital stock of
        Target (a "Target Share") issued and outstanding immediately
        prior to the Effective Time (other than any such shares owned by
        Target, which shall be cancelled) shall be converted into such
        number of fully paid and non-assessable shares of Series C
        Convertible Preferred Stock of Parent, par value $0.01 per share,
        as is equal to the quotient obtained by dividing 8,000,000 by the
        aggregate number of shares of capital stock of Target outstanding
        at the Effective Time (the "Per Share Merger Consideration").
        From and after the Effective Time, all of the certificates
        representing the outstanding Target Shares shall be deemed to be
        no longer outstanding, not be transferable on the books of the
        Surviving Corporation, and shall represent solely the Per Share
        Merger Consideration.

        3.   CLOSING.

             (a)  TIME AND PLACE OF CLOSING.  The transaction
        contemplated by this Agreement shall be consummated (the
        "Closing") at 10:00 a.m., prevailing business time, at the
        offices of Schiff Hardin LLP, 6600 Sears Tower, Chicago,
        Illinois, 60606, within three business days of the later to occur
        of (i) the satisfaction of all conditions to closing as set forth
        in Sections 7 and 8 hereto (other than those conditions to be
        satisfied at Closing) or (ii) the delivery by Target to Parent of
        a written notice of Target's intent to effect the Merger and
        consummate the transactions contemplated by this Agreement, or on
        such other date, or at such other place, as shall be agreed upon
        by Target and Parent.  The date on which the Closing shall occur
        in accordance with the preceding sentence is referred to in this
        Agreement as the "Closing Date."

             (b)  CLOSING DELIVERIES.  At the Closing, the parties shall
        execute and deliver closing certificates, good standing
        certificates, third party consents, and other documents and
        instruments as are reasonably required in order to effectuate the
        consummation of the transaction contemplated hereby, including
        the documents and instruments set forth on EXHIBIT A attached
        hereto.

        4.   REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER.  Stockholder
   represents and warrants to Parent and Mergerco that:

             (a)  CORPORATE ORGANIZATION, QUALIFICATION.  Target is a
        corporation duly organized, existing and in good standing, under
        the laws of the State of Delaware.  Target has all necessary
        corporate power and authority to conduct its business as its

                                     -3-







        business is now being conducted.  Target has qualified as a
        foreign corporation, and is in good standing, under the laws of
        all jurisdictions where the nature of its business or the nature
        or location of its assets requires such qualification, except
        where the failure to be so qualified could not reasonably be
        expected to, individually or in the aggregate, have a Material
        Adverse Effect on Target.  For purposes of this Agreement,
        "Material Adverse Effect" means a material adverse effect (i) on
        the condition (financial or otherwise), business, assets,
        liabilities, properties or results of operations of Parent,
        Target, Mergerco or Stockholder, as applicable, taken as a whole,
        that is not a result of general changes in the economy or the
        industries in which such entities operate, or (ii) on the ability
        of Parent, Target, Mergerco or Stockholder, as applicable, to
        perform any obligations hereunder or under the transactions
        contemplated hereby such that the conditions set forth in
        Sections 8 or 9 would not be satisfied.

             (b)  POWER AND AUTHORITY.  This Agreement has been approved
        by the boards of directors, or managers, as applicable, of Target
        and Stockholder and, upon execution and delivery hereof, by the
        Stockholder as the sole stockholder of Target.  No other action
        or approval is required by Target to authorize and approve this
        Agreement and the Merger, and Target has and will have full
        corporate power and authority to execute deliver and perform this
        Agreement and all documents and instruments to be executed by
        Target pursuant to this Agreement (collectively, the "Target's
        Ancillary Documents").  This Agreement and Target's Ancillary
        Documents have been duly executed and delivered by duly
        authorized officers of Target.  Neither the execution and
        delivery of this Agreement and Target's Ancillary Documents by
        Target, nor the consummation by Target of the transaction
        contemplated hereby, will conflict with or result in a breach of
        any of the terms, conditions or provisions of Target's
        Certificate of Incorporation or By laws, or of any order, writ,
        injunction, judgment or decree of any court or any governmental
        authority or of any arbitration award binding on Target.  The
        execution, delivery and performance of this Agreement and the
        Target Ancillary Documents by the Target and the consummation by
        Target of the transactions contemplated thereby will not conflict
        with or constitute a default (or an event which with notice or
        lapse of time or both would become a default) under or give to
        others any rights of termination, amendment, acceleration or
        cancellation of, any agreement, indenture or instrument to which
        Target is a party, or result in a violation of any law, rule,
        regulation, order, judgment or decree applicable to Target or by
        which any property or asset of Target is bound or affected.

             (c)  CONSENTS.  No consent, authorization, order or approval
        of, or filing or registration with, any governmental authority or
        other person is required for the execution and delivery by Target
        of this Agreement and Target's Ancillary Documents and the

                                     -4-







        consummation by Target of the transactions contemplated by this
        Agreement and Target's Ancillary Documents.

             (d)  CAPITALIZATION.  The authorized capital stock of Target
        prior to the Merger consists of 1,000 shares of common stock,
        $0.01 par value per share, of which 100 shares are issued and
        outstanding and owned of record and beneficially by Stockholder.
        All of the issued and outstanding Target Shares have been validly
        issued, are fully-paid and non-assessable.  All of the issued and
        outstanding Target Shares are free and clear of all claims,
        actions, causes of action, suits, proceedings, debts, demands or
        liabilities of any kind (collectively, "Claims").  There are no
        outstanding subscriptions, options, warrants, rights (including
        preemptive rights), calls, convertible securities or other
        agreements or commitments of any character relating to the issued
        or unissued capital stock or other securities of Target
        obligating Target to issue any securities of any kind.  The
        issued and outstanding Target Shares were issued in compliance
        with all applicable federal and state securities laws.  There are
        no stock appreciation rights, phantom stock or similar rights in
        existence with respect to Target.  Target has no subsidiaries.

             (e)  CONSTITUENT DOCUMENTS; DIRECTORS AND OFFICERS.

                  (i)  True and complete copies of the Certificate of
             Incorporation and all amendments thereto, the By-laws as
             amended and currently in force, all stock records, and all
             corporate minute books and records of Target have been
             furnished for inspection by Parent.  Said stock records
             accurately reflect all share transactions and the current
             stock ownership of Target.  The corporate minute books and
             records of Target contain true and complete copies of all
             resolutions adopted by the stockholder or the board of
             directors of Target, and any other action formally taken by
             Target.  Target is not in violation of its Certificate of
             Incorporation or By-laws.

                  (ii) Section 4(e) of the Disclosure Schedule lists the
             directors and officers of Target.

             (f)  FINANCIAL.

                  (i)  Target's books, accounts and records are, and have
             been, maintained in Target's usual, regular and ordinary
             manner, in accordance with generally accepted accounting
             practices, and all material transactions to which Target has
             been a party are properly reflected therein.

                  (ii) Complete and accurate copies of the unaudited
             consolidated balance sheet of Target as of April 30, 2005,
             and the unaudited consolidated statement of income of the
             Company and the Subsidiaries for the four month period then

                                     -5-







             ended are included in Section 4(f) of the Disclosure
             Schedule ("Target's Interim Financial Statements").
             Target's Interim Financial Statements present accurately and
             completely the financial position of Target as of the
             respective dates thereof, and the results of operations and
             cash flows of Target for the respective periods covered
             thereby, in accordance with generally accepted accounting
             principles ("GAAP"), consistently applied, except for the
             omission of normal footnote disclosures required by GAAP and
             subject to customary year end adjustments in the ordinary
             course of business.

                  (iii)  Target has no obligation or liability of any
             nature whatsoever (direct or indirect, matured or unmatured,
             absolute, accrued, contingent or otherwise), whether or not
             required by GAAP to be provided or reserved against on a
             balance sheet (all the foregoing herein collectively being
             referred to as the "Liabilities") that would have a Material
             Adverse Effect except for liabilities provided for or
             reserved against in Target's Interim Financial Statements or
             incurred in the ordinary course of business since the date
             of Target's Interim Financial Statements.

             (g)  TITLE TO ASSETS.  Target owns or leases all tangible
        assets necessary for the conduct of its business as presently
        conducted, and at the Closing Date Target will own or lease all
        tangible assets necessary for the conduct of the business as
        proposed to be conducted as of the Closing Date.  Target has good
        title to its assets, free and clear of any Claims.  No unreleased
        mortgage, trust deed, chattel mortgage, security agreement,
        financing statement or other instrument encumbering any of
        Target's assets has been recorded, filed, executed or delivered.

             (h)  RELATED PARTY TRANSACTIONS.  Except as set forth on
        Section 4(h) of the Disclosure Schedule, no Affiliate (as herein
        defined) of Target:  (i) owns or leases any property or right,
        whether tangible or intangible, which is used by Target; (ii) has
        any claim or cause of action against Target; (iii) owes any money
        to Target or is owed money by Target; except future amounts owed
        under agreements set forth on Section 4(h) of the Disclosure
        Schedule; (iv) is a party to any contract or other arrangement,
        written or oral, with Target; or (v) provides services or
        resources to Target or is dependent on services or resources
        provided by Target.  Section 4(h) of the Disclosure Schedule sets
        forth every business relationship (other than normal employment
        relationships) between Target, on the one hand, and Target's
        present or former officers, directors, employees or shareholders
        or members of their families (or any entity in which any of them
        has a material financial interest, directly or indirectly), on
        the other hand, and attaches copies of all written agreements
        relating to such relationships.  Parent and Mergerco acknowledge
        receipt of these agreements and their acceptance of the terms of

                                     -6-







        each such agreement.  No Affiliate of Target is engaged in any
        business which competes with the Business.  As used herein,
        "Affiliate" means any person, association or organization that
        directly or indirectly, through one or more intermediaries,
        controls or is controlled by or is under common control with
        another person, association or organization, and the term
        "control" means the possession, direct or indirect, of the power
        to direct or cause the direction of the management and policies
        of a person, association or organization, whether through the
        ownership of voting securities or equity interests, by contract
        or otherwise.

             (i)  CONDUCT OF BUSINESS.  Except in connection with the
        capitalization of Target as contemplated by Section 8(e) hereof,
        since the date of Target's Interim Financial Statements, Target
        has not: (i) sold or in any way transferred or otherwise disposed
        of any of its assets or property, except for cash applied in
        payment of liabilities in the usual and ordinary course of
        business; (ii) suffered any casualty, damage, destruction or
        loss, or any material interruption in use, of any material assets
        or property (whether or not covered by insurance), on account of
        fire, flood, riot, strike or other hazard or act of God;
        (iii) made or suffered any material change in the conduct or
        nature of any aspect of its business; (iv) waived any right or
        canceled or compromised any debt or claim, other than in the
        ordinary course of business; (v) increased the compensation
        payable to any salaried employee except in the ordinary course of
        business consistent with past practices; (vi) paid, declared or
        set aside any dividend or other distribution on its securities of
        any class or purchased, exchanged or redeemed any of its
        securities of any class; (vii) made any change in accounting
        methods, principles or practices; or (viii) without limitation by
        the enumeration of any of the foregoing, except for the execution
        of this Agreement, entered into any transaction other than in the
        usual and ordinary course of business.

             (j)  MATERIAL ADVERSE CHANGES.  Since the date of Target's
        Interim Financial Statements, Target has not suffered or, to
        Target's knowledge been threatened with any material adverse
        change in the business, operations, assets, liabilities,
        financial condition or prospects, including, without limiting the
        generality of the foregoing, the existence or threat of any labor
        dispute, or any material adverse change in, or material loss of,
        any relationship between Target, on the one hand, and any of its
        customers, suppliers, advisors, or key employees, on the other
        hand.

             (k)  CONTRACTS.  Except as set forth on Section 4(h) of the
        Disclosure Schedule, Target is a not party to or bound by: (i)
        any agreement relating to the incurrence of indebtedness
        (including sale leaseback and capitalized lease transactions and
        similar financing transactions) proving for payment or repayment

                                     -7-







        in excess of $100,000; (ii) any "material contract" (as such term
        is defined in Item 601(b)(10) of Regulation S-K) or (iii) any
        non-competition agreement which purports to limit in any material
        respect the manner in which or the localities in which all or any
        portion of its business is or would be conducted (collectively,
        "Material Contracts").  All Material Contracts and all other
        contracts or instruments to which Target is a party or is bound
        are in full force and binding upon the parties thereto.  No
        default by Target has occurred thereunder, Target has performed
        all of its obligations thereunder on a timely basis, and, to
        Target's knowledge, no default by the other contracting parties
        has occurred thereunder.  To Target's knowledge, no event,
        occurrence or condition exists which, with the lapse of time, the
        giving of notice, or both, or the happening of any further event
        or condition, would become a default by Target thereunder.
        Complete and accurate copies of all Material Contracts (including
        any amendments or supplements thereto) have previously been made
        available to Parent.

             (l)  PERMITS.  Target possesses all material certificates,
        authorizations and permits issued by the appropriate federal,
        state or foreign regulatory authorities necessary to conduct its
        business ("Permits"), and Target has not received any notice of
        proceedings relating to revocation or modification of any such
        certificate, authorization or permit.

             (m)  EMPLOYEE BENEFITS.

                  (i)  Section 4(m)(i) of the Disclosure Schedule lists
             all Benefit Plans that cover any employee of Target.

                  (ii) Each Benefit Plan of Target subject to the
             Employee Retirement Income Security Act of 1974, as amended
             ("ERISA"), complies in all material respects and has been
             administered in compliance in all material respects with
             (A) the provisions of ERISA; (B) all provisions of the Code,
             applicable to secure the intended tax consequences; (C) all
             applicable state and federal securities laws; and (D) all
             other applicable laws, rules and regulations.

                  (iii) "BENEFIT PLANS" shall mean each incentive
             compensation, stock purchase, stock option, and other equity
             compensation plan, program or arrangement, each severance or
             termination pay, medical, surgical, hospitalization, life
             and other "welfare" plan, fund or program within the meaning
             of Section 3(1) of ERISA.

             (n)  EMPLOYEE RELATIONS.  Target is not involved in any
        labor dispute nor, to the knowledge of Target, is any such
        dispute threatened.  None of Target's employees is a member of a
        union.


                                     -8-







             (o)  TAXES.  Target has filed all Returns (as herein
        defined) required to be filed with respect to Taxes (as herein
        defined) and financial results of Target.  All such Returns were
        correct and complete in all material respects.  All Taxes payable
        by Target, whether or not shown on any Return, have been paid in
        full, and Target has fully complied with all applicable tax laws
        and agreements.  The liabilities for Taxes reflected on the
        Target Interim Financial Statements are in accordance with GAAP
        and are sufficient for payment of all Taxes of Target that are
        accrued through the date of such financial statements and not yet
        due and payable.  Target has and will have no accrued liability
        for Taxes in respect of taxable periods or portions thereof
        following the date of the Target Interim Financial Statements and
        ending on or before the Closing Date other than Taxes incurred in
        the ordinary course of business consistent with past practice as
        reflected on their Returns.  Target has withheld and paid all
        Taxes or other amounts required to have been withheld and paid in
        connection with amounts paid or owing to any employee.  Target
        has no subsidiaries, is not a party to any Tax allocation or Tax
        sharing or Tax indemnification agreement, has never been a member
        of any affiliated group within the meaning of Section 1504(a) of
        the Code, or any similar provision of state, local or foreign
        law.  No claim has ever been made by an authority in a
        jurisdiction where Target does not file Returns that Target is or
        may be subject to taxation by that jurisdiction.  There is no
        dispute or claim concerning any liability for Taxes of Target
        claimed or raised by any taxing authority, and, there is no
        pending or, to Target's knowledge, threatened or anticipated
        audits or other investigations in respect of Taxes of Target.
        During the five-year period ending on the date of this Agreement,
        Target was not a distributing corporation or a controlled
        corporation in a transaction intended to be governed by Section
        355 of the Code.  The transaction contemplated herein is not
        subject to the tax withholding provisions of section 3406 of the
        Code, or of Subchapter A of Chapter 3 of the Code, or of any
        other provision of law.  For purposes of this Agreement, "Taxes"
        (and, with correlative meanings, "Tax" and "Taxable") means all
        Federal, state, local, foreign and other net income, gross
        income, gross receipts, sales, estimated, use, ad valorem,
        transfer, franchise, profits, license, lease, service, service
        use, withholding, payroll, employment, excise, severance, stamp,
        occupation, premium, property (including personal property),
        windfall profits, customs, duties or other taxes, fees,
        assessments or charges of any kind whatever, together with any
        interest and any penalties, additions to tax or additional
        amounts with respect thereto, and "Returns" shall mean all
        returns, declarations, reports, statements and other documents
        required to be filed in respect of Taxes.

             (p)  LITIGATION.  There is no (i) litigation or proceeding,
        in law or in equity; (ii) proceedings or governmental
        investigations before any commission or other administrative

                                     -9-







        authority; or (iii) claim made by any person or entity, in any
        case described in clauses (i), (ii) and (iii) above, pending, or,
        to Target's knowledge, threatened, against Target, its directors
        or officers, or with respect to or affecting Target's operations,
        business, products, sales practices or financial condition or
        related to the consummation of the transaction contemplated
        hereby.

             (q)  LAWS.  Target is not a party to, or bound by, any
        decree, order or arbitration award (or agreement entered into in
        any administrative, judicial or arbitration proceeding with any
        governmental authority) with respect to its properties, assets,
        personnel or business activities.  Target is not in material
        violation of, in material noncompliance with, or materially
        delinquent in respect to, any decree, order or arbitration award
        or law or statute, or regulation of or agreement with, any
        Federal, state or local governmental authority (or to which its
        properties, assets, personnel, business activities or real estate
        are subject or to which it, itself, is subject), including laws,
        statutes and regulations relating to equal employment
        opportunities, fair employment practices, unfair labor practices,
        terms of employment, occupational health and safety, wages and
        hours and discrimination, and zoning ordinances and building
        codes.

             (r)  ENVIRONMENTAL.  To the knowledge of Target, Target:
        (i) is in material compliance with any and all applicable
        foreign, federal, state and local laws and regulations relating
        to the protection of human health and safety, the environment or
        hazardous or toxic substances or wastes, pollutants or
        contaminants ("Environmental Laws"), (ii) has received all
        permits, licenses or other approvals required of them under
        applicable Environmental Laws to conduct the Business
        ("Environmental Permits") and (iii) is in compliance with all
        terms and conditions of such Environmental Laws and Environmental
        Permits.

             (s)  REAL ESTATE.

                  (i)  Target does not own any real property.

                  (ii) Target does not lease any real property other than
             the premises identified on Section 4(h) of the Disclosure
             Schedule as being so leased (the "Target Leased Premises").
             The Target Leased Premises are leased to Target pursuant to
             a written lease, complete copies of which, including all
             amendments thereto, have been delivered to Parent.  The
             lease for the Target Leased Premises is in full force and
             effect and all rentals, royalties or other payments accruing
             and due and to be paid thereunder prior to the date hereof
             have been fully paid.  To Target's knowledge, no event,
             occurrence or condition exists which, with the lapse of

                                    -10-







             time, the giving of notice, or both, or the happening of any
             further event or condition, would become a default
             thereunder.

             (t)  INTELLECTUAL PROPERTY.  Subject to the last sentence of
        this Section 4(t), Target owns or possesses adequate rights or
        licenses to use all trademarks, trade names, service marks,
        service mark registrations, service names, patents, patent
        rights, copyrights, inventions, licenses, approvals, governmental
        authorizations, trade secrets and rights necessary to conduct the
        Business as now conducted.  Subject to the last sentence of this
        Section 4(t), Target does not have any knowledge of any
        infringement by Target of trademark, tradename rights, patents,
        patent rights, copyrights, inventions, licenses, service names,
        service marks, service mark registrations, trade secret or other
        similar rights of others, and to the knowledge of Target, there
        is no claim, action or proceeding being made or brought against,
        or to the knowledge of Target, threatened against Target
        regarding trademark, tradename, patents, patent rights,
        invention, copyright, license, service names, service marks,
        service mark registrations, trade secret or other infringement,
        and Target and its subsidiaries are unaware of any facts or
        circumstances which might give rise to any of the foregoing.
        Notwithstanding the foregoing, neither Target nor Stockholder
        makes any representation or warranty relating to any intellectual
        property or rights licensed to Target by Parent or any of its
        Affiliates.

             (u)  CAPITAL COMMITMENTS.  Stockholder's investors have
        committed at least Twelve Million Dollars ($12,000,000) of
        capital to Stockholder.  As of the date of this Agreement,
        Stockholder has received from its investors, and invested in
        Target, Six Million Dollars ($6,000,000) of capital.  Target will
        receive, and will invest in Target, the balance of its investors'
        capital commitments within thirty (30) days of the date hereof.

        5.   REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERCO.
   Parent and Mergerco jointly and severally represent and warrant to
   Target and Stockholder as follows:

             (a)  CORPORATE ORGANIZATION, QUALIFICATION.  Parent and
        Mergerco are each corporations duly organized, existing and in
        good standing, under the laws of the State of Delaware.  Each of
        Parent and Mergerco has all necessary power and authority to
        conduct its business as its business is now being conducted.
        Each of Parent and Mergerco has qualified as a foreign
        corporation, and is in good standing, under the laws of all
        jurisdictions where the nature of the Business or the nature or
        location of its assets requires such qualification, except where
        the failure to be so qualified could not reasonably be expected
        to, individually or in the aggregate, have a Material Adverse
        Effect on Parent.  Except as set forth in the SEC Documents,

                                    -11-







        Parent neither owns nor controls, directly or indirectly, any
        interest in any corporation, limited liability company,
        partnership or other entity.

             (b)  POWER AND AUTHORITY.  This Agreement has been approved
        by Parent's and Mergerco's board of directors and by Parent as
        sole stockholder of Mergerco.  No other action or approval,
        including approval by Parent's stockholders, is required by
        Parent to authorize and approve this Agreement and the Merger,
        and each of Parent and Mergerco has and will have full corporate
        power and authority to execute deliver and perform this Agreement
        and all documents and instruments to be executed by Parent or
        Mergerco pursuant to this Agreement (collectively, the "Parent's
        and Mergerco's Ancillary Documents").  This Agreement and
        Parent's and Mergerco's Ancillary Documents have been duly
        executed and delivered by duly authorized officers of Parent or
        Mergerco, as applicable.  Neither the execution and delivery of
        this Agreement and Parent's and Mergerco's Ancillary Documents by
        Parent and Mergerco, respectively, nor the consummation by Parent
        and Mergerco of the transaction contemplated hereby, will
        conflict with or result in a breach of any of the terms,
        conditions or provisions of Parent's or Mergerco's Certificate of
        Incorporation or By laws, or of any order, writ, injunction,
        judgment or decree of any court or any governmental authority or
        of any arbitration award binding on Parent or Mergerco.  The
        execution, delivery and performance of this Agreement and
        Parent's or Mergerco's Ancillary Documents by Parent and Mergerco
        and the consummation by Parent and Mergerco of the transactions
        contemplated thereby will not conflict with or constitute a
        default (or an event which with notice or lapse of time or both
        would become a default) under or give to others any rights of
        termination, amendment, acceleration or cancellation of, any
        agreement, indenture or instrument to which Parent or any of its
        subsidiaries is a party, or result in a violation of any law,
        rule, regulation, order, judgment or decree (including federal
        and state securities laws and regulations of The National
        Association of Securities Dealers Inc.'s OTC Bulletin Board on
        which the Parent Common Stock is quoted) applicable to Parent or
        any of its subsidiaries or by which any property or asset of
        Parent or Mergerco is bound or affected.

             (c)  CONSENTS.  No consent, authorization, order or approval
        of, or filing or registration with, any governmental authority or
        other person is required for the execution and delivery by Parent
        or Mergerco of this Agreement and Parent's and Mergerco's
        Ancillary Documents and the consummation by Parent and Mergerco
        of the transaction contemplated by this Agreement and Parent's
        and Mergerco's Ancillary Documents.

             (d)  CAPITALIZATION.  The authorized capital stock of Parent
        consists of (i) 40,000,000 shares of common stock, $0.01 par
        value per share ("Parent Common Stock"), of which 18,234,615

                                    -12-







        shares are issued and outstanding, and (ii) 10,000,000 shares of
        Preferred Stock, of which 100 shares are designated Series B
        Convertible Preferred Stock (the "Parent Series B Preferred
        Stock") and 8,000,000 shares will, upon filing of the Certificate
        of Designation attached hereto as EXHIBIT G (the "Certificate of
        Designation"), be designated Series C Convertible Preferred Stock
        (the "Parent Series C Preferred Stock").  One hundred shares of
        Parent Series B Preferred Stock and no shares of Parent Series C
        Preferred Stock are issued and outstanding.  The Parent Common
        Stock, Parent Series B Preferred Stock and Parent Series C
        Preferred Stock shall be referred to collectively herein as the
        "Parent Stock".  All of the issued and outstanding shares of
        Parent Stock (or shares which will be issued and outstanding as
        of the Effective Time) have been validly issued, are fully-paid
        and non-assessable.  Section 5(d) of the Disclosure Schedule sets
        forth a complete and accurate list (including the number of
        shares of Parent Stock issuable thereunder) of all outstanding
        oral or written subscriptions, options, warrants, rights
        (including preemptive rights), calls, convertible securities or
        other agreements or commitments of any character relating to the
        issued or unissued capital stock or other securities of Parent
        obligating Parent to issue any securities of any kind, including
        Parent Stock.  The issued and outstanding shares of Parent Common
        Stock were issued in compliance with all applicable federal and
        state securities laws.  Except as set forth on Section 5(d) of
        the Disclosure Schedule, there are no stock appreciation rights,
        phantom stock or similar rights in existence with respect to
        Parent.  Except as set forth on Section 5(d) of the Disclosure
        Schedule, (x) there are no outstanding debt securities of Parent,
        (y) there are no agreements or arrangements under which Parent is
        obligated to register for sale any of their securities under the
        Securities Act, and (z) there are no outstanding registration
        statements and there are no outstanding comment letters from the
        Securities Exchange Commission or other regulatory agency.
        Section 5(d) of the Disclosure Schedule sets forth a complete and
        accurate list of any (1) written or oral agreement, security or
        instrument containing anti-dilution or similar provisions or
        rights that prohibit the issuance of Parent Common Stock (or
        securities convertible or exchangeable into Parent Common Stock)
        or that prohibit such issuances at less than a certain price or
        that result in the right to receive additional shares of Parent
        Common Stock as a result of such issuances and (2) such
        agreements, securities or instruments that have resulted, or upon
        consummation of the transactions contemplated by this Agreement
        will result, in an increase in the number of outstanding
        securities of Parent pursuant to such provisions, and sets forth
        any increases in the outstanding securities of Parent that have
        or will result therefrom.

             (e)  CONSTITUENT DOCUMENTS.  True and complete copies of the
        Certificates of Incorporation and all amendments thereto, the By-
        laws as amended and currently in force, all stock records, and

                                    -13-







        all corporate minute books and records of Parent and Mergerco
        have been furnished for inspection by Target.  Said records of
        Parent Stock (or securities convertible or exchangeable into
        Parent Stock) and Mergerco accurately reflect all share
        transactions and the current ownership of Parent Stock (or
        securities convertible or exchangeable into Parent Stock) and
        Mergerco.  The corporate minute books and records of Parent and
        Mergerco contain true and complete copies of all resolutions
        adopted by the stockholder or the board of directors of Parent,
        and any other action formally taken by Parent.

             (f)  SEC REPORTS AND FINANCIAL.

                  (i)  Except as set forth on Schedule 5(f) of the
             Disclosure Schedule, since January 1, 2002, Parent has
             timely filed, all reports, schedules, forms, statements and
             other documents required to be filed by it with the SEC
             under Securities Exchange Act of 1934, as amended (the
             "Exchange Act")(all such documents to be referred to
             collectively as "SEC Documents").

                  (ii) As of their respective dates, the SEC Documents
             did not contain any untrue statement of material fact or
             omit to state a material fact required to be stated therein
             necessary to make the statements made therein, in light of
             the circumstances under which they were made.

                  (iii)     Parent's books, accounts and records are, and
             have been, maintained in Parent's usual, regular and
             ordinary manner, in accordance with generally accepted
             accounting practices, and all material transactions to which
             Parent has been a party are properly reflected therein.

                  (iv) Complete and accurate copies of the audited
             consolidated balance sheet and statement of income, retained
             earnings, and cash flows, and notes to financial statements
             (together with any supplementary information thereto) of
             Parent, all as of and for the year ended December 31, 2004,
             are included in the SEC Documents (the "Parent Financial
             Statements").  Complete and accurate copies of the unaudited
             consolidated balance sheet of Parent as of March 31, 2005,
             and the unaudited consolidated statement of income of the
             Company and the Subsidiaries for the three month period then
             ended have also been provided to Target (the "Parent Interim
             Financial Statements").  The Parent Financial Statements and
             Parent Interim Financial Statements, have been prepared
             from, and are in accordance with, the books and records of
             Parent and its consolidated subsidiaries, have been prepared
             in accordance with GAAP, consistently applied during the
             period involved (except as may be stated in the notes
             thereto) and fairly present in all material respects the
             consolidated financial position and the consolidated results

                                    -14-







             of operations and cash flows (and changes in financial
             position, if any) of Parent and its consolidated
             subsidiaries as of the times and for the periods referred to
             therein.

                  (v)  Parent has no Liabilities that would have a
             Material Adverse Effect except for liabilities provided for
             or reserved against in the Parent Interim Financial
             Statements.

             (g)  LITIGATION.  Except as set forth on Section 5(g) of the
        Disclosure Schedule or as disclosed in the SEC Documents, there
        is no (i) litigation or proceeding, in law or in equity;
        (ii) proceedings or governmental investigations before any
        commission or other administrative authority; or (iii) claim made
        by any person or entity, in any case described in clauses (i),
        (ii) and (iii) above, pending, or, to Parent's knowledge,
        threatened, against Parent, Parent's directors or officers, or
        with respect to or affecting Parent's operations, business,
        products, sales practices or financial condition or related to
        the consummation of the transaction contemplated hereby.

             (h)  CONTRACTS.  Except as set forth in Section 5(h) of the
        Disclosure Schedule, or as disclosed in the SEC Documents, Parent
        is a not party to or bound by any Material Contract.  All
        Material Contracts and all other contracts or instruments to
        which Parent is a party or is bound are in full force and binding
        upon the parties thereto.  No default by Parent has occurred
        thereunder, Parent has performed all of its obligations
        thereunder on a timely basis, and, to Parent's knowledge, no
        default by the other contracting parties has occurred thereunder.
        To Parent's knowledge, no event, occurrence or condition exists
        which, with the lapse of time, the giving of notice, or both, or
        the happening of any further event or condition, would become a
        default by Parent thereunder.  Complete and accurate copies of
        all Material Contracts (including any amendments or supplements
        thereto) have previously been delivered to Target.  Parent is not
        a party to or otherwise bound by any registration rights or
        similar agreements that would conflict with or otherwise affect,
        limit or cut-back the terms and rights granted to Stockholder
        under the Registration Rights Agreement to be entered into as of
        the Effective Time by Stockholder and Parent.

             (i)  INTELLECTUAL PROPERTY.  Parent owns or possesses
        adequate rights or licenses to use all trademarks, trade names,
        service marks, service mark registrations, service names,
        patents, patent rights, copyrights, inventions, licenses,
        approvals, governmental authorizations, trade secrets and rights
        necessary to conduct their respective businesses as now
        conducted.  Parent does not have any knowledge of any
        infringement by Parent of trademark, tradename rights, patents,
        patent rights, copyrights, inventions, licenses, service names,

                                    -15-







        service marks, service mark registrations, trade secret or other
        similar rights of others, and to the knowledge of Parent, there
        is no claim, action or proceeding being made or brought against,
        or to the knowledge of Parent, threatened against Parent
        regarding trademark, tradename, patents, patent rights,
        invention, copyright, license, service names, service marks,
        service mark registrations, trade secret or other infringement,
        and Parent is unaware of any facts or circumstances which might
        give rise to any of the foregoing.

             (j)  ENVIRONMENTAL.  To the knowledge of Parent, Parent
        (i) is in material compliance with any and all Environmental Laws
        (ii) has received all Environmental Permits and (iii) is in
        compliance with all terms and conditions of such Environmental
        Laws and Environmental Permits.

             (k)  EMPLOYEE BENEFITS.  Except as set forth on Section 5(k)
        of the Disclosure Schedule, all Benefit Plans that cover any
        employee of Parent have been fully disclosed in the SEC
        Documents.  Each Benefit Plan of Parent subject to ERISA complies
        in all material respects and has been administered in compliance
        in all material respects with (A) the provisions of ERISA (B) all
        provisions of the Code, applicable to secure the intended tax
        consequences (C) all applicable state and federal securities laws
        and (D) all other applicable laws, rules and regulations.

             (l)  LAWS.  Parent is not a party to, or bound by, any
        decree, order or arbitration award (or agreement entered into in
        any administrative, judicial or arbitration proceeding with any
        governmental authority) with respect to its properties, assets,
        personnel or business activities.  Parent is not in material
        violation of, in material noncompliance with, or materially
        delinquent in respect to, any decree, order or arbitration award
        or law or statute, or regulation of or agreement with, any
        Federal, state or local governmental authority (or to which its
        properties, assets, personnel, business activities or real estate
        are subject or to which it, itself, is subject), including laws,
        statutes and regulations relating to equal employment
        opportunities, fair employment practices, unfair labor practices,
        terms of employment, occupational health and safety, wages and
        hours and discrimination, zoning ordinances and building codes
        and food and drug safety.

             (m)  CONDUCT OF BUSINESS.  Except as set forth on Section
        5(m) of the Disclosure Schedule, since the date of Parent's
        Interim Financial Statements, Parent has not (i) sold or in any
        way transferred or otherwise disposed of any of its assets or
        property, except for cash applied in payment of liabilities in
        the usual and ordinary course of business; (ii) suffered any
        casualty, damage, destruction or loss, or any material
        interruption in use, of any material assets or property (whether
        or not covered by insurance), on account of fire, flood, riot,

                                    -16-







        strike or other hazard or act of God; (iii) made or suffered any
        material change in the conduct or nature of any aspect of its
        business; (iv) waived any right or canceled or compromised any
        debt or claim, other than in the ordinary course of business;
        (v) made (or committed to make) capital expenditures in an amount
        which exceeds $50,000 for any item or $250,000 in the aggregate;
        (vi) increased the compensation payable to any salaried employee
        except in the ordinary course of business consistent with past
        practices; (vii) hired or terminated any employee who has an
        annual salary in excess of $50,000; (viii) borrowed any money or
        issued any bonds, debentures, notes or other corporate securities
        evidencing money borrowed; (ix) paid, declared or set aside any
        dividend or other distribution on its securities of any class or
        purchased, exchanged or redeemed any of its securities of any
        class; (x) made any change in accounting methods, principles or
        practices; (xi) purchased any asset (whether or not in the
        ordinary course of business) for a cost in excess of $50,000; or
        (xii) without limitation by the enumeration of any of the
        foregoing, except for the execution of this Agreement, entered
        into any transaction other than in the usual and ordinary course
        of business.

             (n)  TITLE TO ASSETS.  Parent owns or leases all tangible
        assets necessary for the conduct of its business as presently
        conducted and as proposed to be conducted as of the Closing Date.
        Parent has good title to its assets, free and clear of any
        Claims, except as set forth on Section 5(n) of the Disclosure
        Schedule.  No unreleased mortgage, trust deed, chattel mortgage,
        security agreement, financing statement or other instrument
        encumbering any of Parent's assets has been recorded, filed,
        executed or delivered.

             (o)  RELATED PARTY TRANSACTIONS.  Except as set forth on
        Section 5(o) of the Disclosure Schedule or as disclosed in the
        SEC Documents, no Affiliate of Parent: (i) owns any property or
        right, whether tangible or intangible, which is used by Parent,
        (ii) has any claim or cause of action against Parent; (iii) owes
        any money to Parent or is owed money by Parent; (iv) is a party
        to any contract or other arrangement, written or oral, with
        Parent; or (v) provides services or resources to Parent or is
        dependent on services or resources provided by Parent.  Section
        5(o) of the Disclosure Schedule sets forth every business
        relationship (other than normal employment relationships) between
        Parent, on the one hand, and Parent's (or any subsidiary of
        Parent's) present or former officers, directors, employees or
        shareholders or members of their families (or any entity in which
        any of them has a material financial interest, directly or
        indirectly), on the other hand, including any agreement or
        arrangement between Parent and E. Khashoggi Industries LLC
        ("EKI") and Affiliates of EKI.



                                    -17-







             (p)  PERMITS.  Parent possess all material certificates,
        authorizations and permits issued by the appropriate federal,
        state or foreign regulatory authorities necessary to conduct
        their respective businesses and Parent has not received any
        notice of proceedings relating to revocation or modification of
        any such certificate, authorization or permit.

             (q)  MATERIAL ADVERSE CHANGES.  Since December 31, 2004,
        Parent has not suffered or, to Parent's knowledge, been
        threatened with any material adverse change in the business,
        operations, assets, liabilities, financial condition or
        prospects, including, without limiting the generality of the
        foregoing, the existence or threat of any labor dispute, or any
        material adverse change in, or material loss of, any relationship
        between Parent, on the one hand, and any of its (or its
        licensee's) customers, suppliers, licensors, licensees, advisors,
        or key employees, on the other hand.

             (r)  TAXES.  Except as set forth in the SEC Documents or as
        set forth on Section 5(r) of the Disclosure Schedule, Parent has
        filed all Returns required to be filed with respect to Taxes and
        financial results of Parent.  All such Returns were correct and
        complete in all material respects.  All Taxes payable by Parent,
        whether or not shown on any Return, have been paid in full, and
        Parent has fully complied with all applicable tax laws and
        agreements. No claim has ever been made by an authority in a
        jurisdiction where Parent does not file Returns that Parent is or
        may be subject to taxation by that jurisdiction.  Parent has
        withheld and paid all Taxes or other amounts required to have
        been withheld and paid in connection with amounts paid or owing
        to any employee. There is no dispute or claim concerning any
        liability for Taxes of Parent claimed or raised by any taxing
        authority, and, there is no pending or, to Parent's knowledge,
        threatened or anticipated audits or other investigations in
        respect of Taxes of Parent.  The transaction contemplated herein
        is not subject to the tax withholding provisions of section 3406
        of the Code, or of Subchapter A of Chapter 3 of the Code, or of
        any other provision of law.  As of December 31, 2003, Parent's
        consolidated net operating loss carryforward for U.S. income tax
        purposes and for each state to which Parent is obligated to file
        tax returns is set forth in Section 5(r) of the Disclosure
        Schedule.  Since such date, there has been no material reduction
        to such net operating loss carry forwards.  The transactions
        contemplated by this Agreement will not result in any reduction
        in Parent's consolidated Federal net operating loss carryover
        under Code section 382 or under any applicable state income tax
        law.

             (s)  EMPLOYEE RELATIONS.  Parent is not involved in any
        labor dispute nor, to the knowledge of Parent, is any such
        dispute threatened.  None of Parent's employees is a member of a
        union.

                                    -18-







        6.   CONDUCT PRIOR TO THE CLOSING.  Between the date hereof and
   the Closing Date:


             (a)  ACCESS.  Each party to this Agreement shall and shall
        cause (as applicable) its subsidiaries to give to the officers,
        employees, agents, attorneys, consultants, accountants and
        lenders of the other parties hereto reasonable access during
        normal business hours to all of the properties, books, contracts,
        documents, records and personnel of each such party and shall
        furnish to the other parties hereto and such persons as such
        other parties shall designate such information as such persons
        may at any time and from time to time reasonably request in order
        to permit each such party to complete its respective due
        diligence investigation pertaining to the transactions
        contemplated by this Agreement.  All such information shall be
        subject to the confidentiality provisions set forth in Section 12
        hereof.

             (b)  PROVISION OF INFORMATION BY PARENT TO TARGET.  In
        addition to the covenants set forth in Section 6(a) above, Parent
        shall also provide to Target:

                  (i)  All financial information pertaining to Parent as
             is provided to the Board of Directors and other members of
             management of Parent, including monthly financial reports,
             budgets, and financial projections; and

                  (ii) Any information regarding EKI and the financial,
             business and other agreements and arrangements in place by
             and between Parent and EKI, or its Affiliates, as Target may
             request.

             (c)  CONSENTS.  Each party hereto shall use its best efforts
        and make every good faith attempt and shall cooperate with each
        other to obtain all consents to the consummation of the
        transaction contemplated hereby under or with respect to, any
        contract, lease, agreement, purchase order, sales order or other
        instrument, or Permit, where the consummation of the transaction
        contemplated hereby would be prohibited or constitute an event of
        default, or grounds for acceleration or termination, in the
        absence of such consent (the "Consents").

             (d)  CONDUCT OF BUSINESS.  Each party hereto shall carry on
        its business in the usual and ordinary course, consistent with
        past practices and shall use its best efforts to preserve its
        business and the goodwill of its customers, suppliers and others
        with which each such party has business relations and to retain
        its business organizational capability.  Without limiting the
        foregoing, without the prior written consent of the other parties
        hereto, and without limiting the generality of any other
        provision of this Agreement, no party hereto shall: (i) amend its

                                    -19-







        Certificate of Incorporation or By-laws (except, in the case of
        Parent, in connection with the Certificate of Designation and the
        decrease or increase in the number of directors); (ii) make any
        change in its authorized shares of stock, (iii) issue any shares
        of stock of any class, or issue or become a party to any
        subscriptions, warrants, rights, options, convertible securities
        or other agreements or commitments of any character relating to
        the issued or unissued capital stock of any party hereto or any
        subsidiary thereof, or to other equity securities of any such
        party, or grant any stock appreciation or similar rights, except,
        in the case of Parent, upon the exercise or conversion of
        options, warrants or other convertible securities outstanding as
        of the date hereof; (iv) make distributions of any kind to EKI
        other than those expressly disclosed to Target prior to the
        Closing; (v) incur, assume or guarantee any long-term or short-
        term indebtedness; (vi) directly or indirectly, enter into,
        assume or amend any contract, agreement, obligation, lease,
        license or commitment other than in the usual and ordinary course
        of business in accordance with past practices; (vii) make any
        change to its accounting methods or principles, or make any Tax
        elections; and (viii) pay, declare, accrue or set aside any
        dividends or any other distributions, in cash, property or
        otherwise, on its securities of any class or purchase, exchange
        or redeem any of its securities of any class.  Notwithstanding
        the foregoing, nothing in this Section 6(d) shall prohibit (A)
        Target from taking such action and entering into such agreements
        and other transactions, including incurring indebtedness, as are
        necessary or advisable in connection with the fit-up of the
        Lebanon facility, the acquisition of 16 plate making machines and
        the commercial operation of such machines and the sale of
        products, or negotiating, finalizing and entering into employment
        agreements with certain key employees of Target, which may
        include the terms set forth on Section 6(d)(A) of the Disclosure
        Schedule or (B) Parent from (x) issuing additional shares of
        Parent Common Stock to Cornell Capital Partners, LP pursuant to
        the Standby Equity Distribution Agreement dated as of March 23,
        2005 between Parent and Cornell Capital Partners, LP, as in
        effect on the date of this Agreement, or (y) issuing additional
        shares of Parent Common Stock to Defined Portfolio Management,
        LLC in a "PIPE" transaction having the following terms:  (1)
        Parent may issue up to 4,000,000 shares of Parent Common Stock at
        $4.00 per share or the then market price, but in no event less
        than $3.00 per share; (2) in connection with such issuance,
        Parent may issue a warrant exercisable for not more than three
        years for up to 500,000 shares of Parent Common Stock at an
        exercise price of at least $5.00 per share; (3) the proceeds of
        any such transaction shall be used to discharge indebtedness of
        Target (including indebtedness that is convertible into Parent
        Common Stock) or to redeem other securities of Parent that are
        convertible into Parent Common Stock; (4) such PIPE transaction
        shall not contain any terms or conditions requiring the consent
        of Defined Portfolio Management, LLC or any other party to the

                                    -20-







        transactions contemplated by this Agreement; and (5) any such
        PIPE transaction shall not be reasonably likely to interfere with
        the consummation of the transactions contemplated by this
        Agreement.  Parent shall provide Stockholder with copies of all
        documentation relating to any proposed PIPE transaction at least
        fifteen (15) days prior to entering into any definitive
        agreements regarding such transaction.

             (e)  NO INTENTIONAL ACTS.  No party shall intentionally
        perform any act which, if performed, or omit to perform any act
        which, if omitted to be performed, would prevent or excuse the
        performance of this Agreement by any party hereto or which would
        result in any representation or warranty herein contained of said
        party being untrue in any material respect as if originally made
        on and as of the Closing Date.

             (f)  CERTIFICATE OF DESIGNATION.  Parent will file the
        Certificate of Designation with the Secretary of State of the
        State of Delaware.

        7.   CONDITIONS TO TARGET'S OBLIGATIONS.  The obligation of
   Target to close the transactions contemplated hereby is subject to the
   satisfaction or waiver of all of the following conditions on or prior
   to the Closing Date:

             (a)  Each and every representation and warranty made by
        Parent and Mergerco shall have been true and correct in all
        material respects when made and shall be true and correct in all
        material respects as if originally made on and as of the Closing
        Date, except for changes resulting from actions permitted under
        Section 6 hereof or as agreed to by Stockholder.

             (b)  All obligations of Parent and Mergerco to be performed
        hereunder through, and including on, the Closing Date (including
        all obligations which Parent and would be required to perform at
        the Closing if the transaction contemplated hereby was
        consummated) shall have been performed.

             (c)  No suit, proceeding or investigation shall have been
        commenced or threatened by any governmental authority or private
        person on any grounds to restrain, enjoin or hinder, or to seek
        material damages on account of, the consummation of the
        transaction contemplated hereby.

             (d)  Parent shall have delivered to Target the written
        opinion of Gibson Dunn & Crutcher LLP, counsel for Parent, dated
        as of the Closing Date, in substantially the form of EXHIBIT B
        attached hereto.

             (e)  All of the Consents listed on EXHIBIT C shall have been
        obtained and delivered to Target.


                                    -21-







        8.   CONDITIONS TO PARENT'S OBLIGATIONS.  The obligation of
   Parent and Mergerco to close the transaction contemplated hereby is
   subject to the fulfillment of all of the following conditions on or
   prior to the Closing Date:

             (a)  Each and every representation and warranty made by
        Stockholder shall have been true and correct in all material
        respects when made and shall be true and correct in all material
        respects as if originally made on and as of the Closing Date
        except for changes resulting from actions permitted under Section
        6 hereof or as agreed to by Parent.

             (b)  All obligations of Target to be performed hereunder
        through, and including on, the Closing Date (including all
        obligations which Target would be required to perform at the
        Closing if the transaction contemplated hereby was consummated)
        shall have been performed.

             (c)  All of the Consents listed on EXHIBIT D shall have been
        obtained and delivered to Parent.

             (d)  No suit, proceeding or investigation shall have been
        commenced or threatened by any governmental authority or private
        person on any grounds to restrain, enjoin or hinder, or to seek
        material damages on account of, the consummation of the
        transaction contemplated hereby.

             (e)  Target shall have provided evidence of (i) its payment
        under Purchase Order Number CE-00001, which provides Target with
        16 ATW/DTE Modules installed and operational with full support
        equipment including but not limited to mixing equipment to
        support at least 16 Modules, conveyors and stackers for at least
        9" plates and 12 oz bowls; (ii) installed electrical, air and
        water systems in the Lebanon, Missouri facility for operational
        support of such machines; (iii) financing in an amount equal to
        $1,000,000 plus or minus any amount due or owed under the
        Purchase Order for start-up costs, closing costs, initial
        operating losses and working capital, plus amounts available
        under one or more credit facilities, if needed, to provide
        additional funding to support ongoing working capital needs; and
        (iv) compliance with Section 4(u) hereof.  Target shall also
        provide (A) confirmation that (1) the 16 plate making machines
        have passed such completion tests as are set forth in the
        Purchase Order and (2) royalties have been accrued or paid to
        Parent pursuant to the Sublicense Agreement by and between Parent
        and Target, and (B) a pro forma balance sheet as of the Closing
        demonstrating that Target's equity and debt financing are
        adequate to operate the 16 modules without additional funding
        being required from Parent.

             (f)  Target shall have delivered to Parent the written
        opinion of Schiff Hardin LLP, counsel to Target, dated as of the

                                    -22-







        Closing Date, in substantially the form of EXHIBIT E attached
        hereto.

             (g)  To the extent the directors and officers of Target
        shall no longer be the persons identified on Section 4(e) of the
        Disclosure Schedule, such successor directors and officers shall
        be reasonably acceptable to Parent.

        9.   RIGHT TO TERMINATE.  Anything to the contrary herein
   notwithstanding, this Agreement and the transaction contemplated
   hereby may be terminated at any time prior to the Closing by prompt
   notice given in accordance with Section 15(b):

             (a)  By mutual consent;

             (b)  by Target at any time prior to the Closing for any
        reason; and

             (c)  by either Target or Parent if the Closing shall not
        have occurred at or before 11:59 p.m., on March 31, 2006;
        provided, however, that the right to terminate this Agreement
        under this Section 9(c) shall not be available to any party whose
        failure to fulfill any material obligation under this Agreement
        has been the cause of or resulted in the failure of the Closing
        to occur on or prior to the aforesaid date.

        10.  REMEDIES.  In the event of a breach of this Agreement before
   Closing, the non-breaching party shall not be limited to the remedy of
   termination of this Agreement, but shall be entitled to pursue all
   available legal and equitable rights and remedies, and shall be
   entitled to recover all of its reasonable costs and expenses incurred
   in pursuing them (including reasonable attorneys' fees).

        11.  POST CLOSING AGREEMENTS.  From and after the Closing:

             (a)  FURTHER ASSURANCES.  The parties shall execute such
        further documents, and perform such further acts, as may be
        necessary to consummate the transactions contemplated hereby, on
        the terms herein contained, and to otherwise comply with the
        terms of this Agreement.  In furtherance of the foregoing, if, at
        any time after the Effective Time, the Surviving Corporation
        shall consider or be advised that any deeds, bills of sale,
        assignments or assurances or any other acts or things are
        reasonably necessary, desirable or proper (i) to vest, perfect or
        confirm, of record or otherwise, in the Surviving Corporation its
        right, title and interest in, to or under any of the rights,
        privileges, powers, permits, licenses, franchises, properties or
        assets of either of Parent or Target, or (ii) otherwise to carry
        out the purposes of this Agreement, the Surviving Corporation and
        its proper officers and directors or their designees shall be
        authorized to execute and deliver, in the name and on behalf of
        either Parent or Target, all such deeds, bills of sale,

                                    -23-







        assignments and assurances and do, in the name and on behalf of
        such corporations, all such other acts and things as may be
        necessary, desirable or proper to vest, perfect or confirm the
        Surviving Corporation's right, title and interest in, to and
        under any of the rights, privileges, powers, permits, franchises,
        properties or assets of such corporations and otherwise to carry
        out the purposes of this Agreement.

             (b)  MANAGEMENT OF SURVIVING CORPORATION.  Surviving
        Corporation shall operate as an independent subsidiary of Parent,
        operating as an independent licensee of Parent subject to the
        terms and conditions of the Sublicense Agreement between Parent
        and Target, but shall report to the Board of Directors of Parent
        for budgetary and strategic approval.

             (c)  NET OPERATING LOSSES.  Following the Closing, Parent
        will make commercially reasonable efforts not to take any action
        that will result in a change of control that will trigger the
        limitations set forth in Section 382 of the Code.

        12.  DISCLOSURE OF CONFIDENTIAL INFORMATION.

             (a)  OBLIGATION TO MAINTAIN CONFIDENTIALITY.  Parent,
        Mergerco, Target and Stockholder each agree that for the longest
        period permitted by law following the date of this Agreement,
        such party shall, and shall cause such party's Affiliates to,
        maintain all Confidential Information of the other parties in
        confidence and shall not disclose any such Confidential
        Information to anyone outside of the parties hereto, and such
        party shall, and shall cause such party's Affiliates to, not use
        any Confidential Information for its own benefit or the benefit
        of any third party.  Nothing in this Agreement, however, shall
        prohibit such party from using or disclosing Confidential
        Information to the extent required by law.  If such party is
        required by applicable law to disclose any Confidential
        Information, such party shall (1) provide the applicable party
        hereto with prompt notice before such disclosure in order that
        such party may attempt to obtain a protective order or other
        assurance that confidential treatment will be accorded such
        information and (2) cooperate with the applicable party hereto in
        attempting to obtain such order or assurance.  "Confidential
        Information" means information regarding Parent, its
        subsidiaries, Target, Stockholder or the Business to the extent
        it is Confidential, including the following: (1) information
        regarding Parent's or Target's or the Business' operations,
        assets, liabilities or financial condition; (2) information
        regarding Parent's, Target's or the Business' pricing, sales,
        merchandising, marketing, capital expenditures, costs, joint
        ventures, business alliances, purchasing or manufacturing;
        (3) information regarding Parent's, Target's or the Business'
        other employees or sales representatives, including their
        identities, responsibilities, competence and compensation;

                                    -24-







        (4) customer lists or other information regarding Parent's,
        Target's or the Business' current or prospective customers,
        including information regarding their identities, contact persons
        and purchasing patterns; (5) information regarding Parent's,
        Target's or the Business'' current or prospective vendors,
        suppliers, distributors or other business partners;
        (6) forecasts, projections, budgets and business plans regarding
        Parent, Target or the Business; (7) information regarding
        Parent's, Target's or the Business' planned or pending
        acquisitions, divestitures or other business combinations;
        (8) Parent's, Target's or the Business' trade secrets and
        proprietary information; (9) technical information, patent
        disclosures and applications, copyright, applications, sketches,
        drawings, blueprints, models, know-how, discoveries, inventions,
        improvements, techniques, processes, business methods, equipment,
        algorithms, software programs, software source documents and
        formulae, in each case regarding Parent's, Target's or the
        Business' current, future or proposed products or services
        (including information concerning Target's research, experiment
        work, development, design details and specifications, and
        engineering); and (10) Parent's, Target's or the Business'
        website designs, website content, proposed domain names, and data
        bases.  "Confidential" means not generally available to the
        public.  Information shall not be considered to be generally
        available to the public if it is made public in violation of this
        Agreement or by a third party who has no lawful right to disclose
        the information or who does so in violation of any contractual,
        legal or fiduciary obligation to Target.

             (b)  INJUNCTIVE RELIEF.  Parent, Mergerco, Target and
        Stockholder each specifically recognizes that any breach of
        Section 12 hereof will cause irreparable injury to the other
        parties and that actual damages may be difficult to ascertain,
        and in any event, may be inadequate.  Accordingly (and without
        limiting the availability of legal or equitable, including
        injunctive, remedies under any other provisions of this
        Agreement), the parties agree that in the event of any such
        breach, the party alleging damage by such breach shall be
        entitled to seek injunctive relief in addition to such other
        legal and equitable remedies that may be available.  Parent,
        Mergerco, Target and Stockholder each recognize that the
        territorial, time and scope limitations in Section 12 hereof are
        reasonable and properly required for the protection of Parent,
        Mergerco, Target and Stockholder and in the event that any of
        such limitation or the absence of such time limitation, is deemed
        to be unreasonable by a court of competent jurisdiction, each
        such party agrees and submits to the imposition of such a
        limitation as said court shall deem reasonable.

        13.  INDEMNIFICATION OBLIGATIONS OF PARENT.  From and after the
   Closing, Parent shall defend, indemnify, save and keep harmless
   Stockholder and its officers, directors, shareholders, managers,

                                    -25-







   members, successors and permitted assigns against and from all Damages
   (as herein defined) sustained or incurred by any of them resulting
   from or arising out of or by virtue of:  (a) any inaccuracy in or
   breach of any representation and warranty made by Parent or Mergerco
   in this Agreement or in any closing document delivered to Target or
   Stockholder in connection with this Agreement, for as long as such
   representation and warranty survives; or (b) any breach by Parent or
   failure by Parent to comply with, any of its covenants or obligations
   under this Agreement.  As used in this Agreement, the term "Damages"
   shall mean all liabilities, demands, claims, actions or causes of
   action, regulatory, legislative or judicial proceedings or
   investigations, assessments, levies, losses, fines, penalties,
   damages, costs and expenses, including reasonable attorneys',
   accountants', investigators', and experts' fees and expenses,
   sustained or incurred in connection with the defense or investigation
   of any claim.

        14.  INDEMNIFICATION OBLIGATIONS OF STOCKHOLDER.  From and after
   the Closing, Stockholder shall defend, indemnify, save and keep
   harmless Parent from all Damages sustained or incurred by Parent
   resulting from or arising out of or by virtue of:  (a) any inaccuracy
   in or breach of any representation and warranty made by Stockholder in
   this Agreement or in any closing document delivered to Parent by
   Stockholder in connection with this Agreement, for as long as such
   representation and warranty survives; or (b) any breach by Target of,
   or failure by Target to comply with, any of its covenants or
   obligations under this Agreement.  For a period of two (2) years
   following the Closing, prior to making any distribution of shares of
   Series C Convertible Preferred Stock of Parent or Parent Common Stock
   to any of its members (other than a distribution in exchange for fair
   consideration), Stockholder shall obtain such member's agreement to
   assume a pro rata share of Stockholder's indemnification obligations
   under the preceding sentence, based on the number of shares
   distributed to such member.

        15.  ARBITRATION.  In the event that following the Closing there
   is any dispute with respect to any claim made by a party seeking
   indemnification hereunder, the parties shall negotiate in good faith
   to resolve such dispute within fifteen (15) days of notice thereof.
   In the event that the parties cannot settle such dispute within such
   time, either party may submit such dispute to binding arbitration by
   notifying the other party, in writing, of such submission.  Each party
   shall have the right to be represented by counsel and shall have the
   right to discovery to the full extent permitted by the rules governing
   civil litigation in the state of Delaware.  Such party submitting a
   dispute for binding arbitration shall submit a demand which shall set
   forth a statement of the nature of the dispute, the amount involved
   and the remedies sought.  The arbitration shall be conducted by
   JAMS/Endispute in either Chicago, Illinois or New York, New York,
   under the arbitration rules and procedures of JAMS/Endispute, and any
   judgment on the award rendered by the arbitrator(s) shall be final and
   binding may be entered in any court having jurisdiction thereof.  Any

                                    -26-







   such arbitration shall be conducted by a panel of three (3) neutral
   and impartial arbitrators, as selected and administered by
   JAMS/Endispute.  The arbitrators designated hereunder shall not now or
   in the three years preceding such arbitration, be an employee,
   consultant, officer, director or shareholder of any party or have now
   or in the three (3) years preceding such arbitration, have any
   business relationship with any party.  Within ten (10) calendar days
   after the arbitrators are appointed, the arbitrators shall schedule
   the arbitration for a hearing to commence on a the earliest mutually
   convenient date, but not later than fifteen (15) days after the time
   the hearing is scheduled.  The hearing shall commence reasonably
   promptly after the arbitrator is appointed and shall continue from day
   to day until completed.  The decision of the arbitrator shall be final
   and binding on the parties and not subject to appeal in any court of
   law.

        16.  MISCELLANEOUS.

             (a)  PUBLICITY.  Except as otherwise required by law, the
        parties hereto shall refrain from, and shall cause their
        representatives to refrain from, directly or indirectly, making
        any press release or other public disclosure or otherwise
        informing any customer, supplier or other person with which
        Parent or Target has a business relationship, with respect to the
        transactions contemplated by this Agreement, without giving the
        other party twenty-four hours prior written notice of the content
        of such proposed release or disclosure.

             (b)  NOTICES.  All notices required or permitted to be given
        hereunder shall be in writing and may be delivered by hand, by
        facsimile, by nationally recognized private courier, or by United
        States mail.  Notices delivered by mail shall be deemed given
        three (3) business days after being deposited in the United
        States mail, postage prepaid, registered or certified mail.
        Notices delivered by hand, by facsimile, or by nationally
        recognized private carrier shall be deemed given on the first
        business day following receipt; provided, however, that a notice
        delivered by facsimile shall only be effective if such notice is
        also delivered by hand, or deposited in the United States mail,
        postage prepaid, registered or certified mail, on or before two
        (2) business days following its delivery by facsimile.  All
        notices shall be addressed as follows:  (1) if to Parent,
        addressed to EarthShell Corporation, 3916 State Street, Santa
        Barbara, California  93110, attention Simon K. Hodson,
        telecopier:  (805) 563-7954, with a copy to Gibson Dunn &
        Crutcher LLP, 2029 Century Park East, Los Angeles, California
        90067-3026 attention Robert K. Montgomery, Esq., telecopier:
        (310) 552-7021; and (2) if to Target or Stockholder, addressed to
        ReNewable Products, LLC, 100 South Brentwood Blvd., St. Louis, MO
        63105, telecopier:  (314) 727-2118, attention: James A. Cooper
        with a copy to Schiff Hardin LLP, 6600 Sears Tower, Chicago,
        Illinois, 60606, telecopier:  (312) 258-5600, attention: Roger R.

                                    -27-







        Wilen, Esq.; and/or (3) to such other respective addresses and/or
        addressees as may be designated by notice given in accordance
        with the provisions of this Section 15(b).

             (c)  FEES AND EXPENSES.  Each party hereto shall bear all
        fees and expenses incurred by such party in connection with,
        relating to or arising out of the execution, delivery and
        performance of this Agreement and the consummation of the
        transaction contemplated hereby, including attorneys',
        accountants' and other professional fees and expenses.

             (d)  ENTIRE AGREEMENT.  This Agreement and the instruments
        to be delivered by the parties pursuant to the provisions hereof
        constitute the entire agreement between the parties.  Each
        exhibit, and the Disclosure Schedule, shall be considered
        incorporated into this Agreement.

             (e)  SURVIVAL; NON-WAIVER.  All representations and
        warranties shall survive the Closing for a period of two (2)
        years, regardless of any investigation or lack of investigation
        by any of the parties hereto.  For purposes of the Closing, the
        parties shall be deemed to have remade their respective
        representations and warranties as of the Closing, except for
        those representations and warranties that speak as of a
        particular date.  The failure in any one or more instances of a
        party to insist upon performance of any of the terms, covenants
        or conditions of this Agreement, to exercise any right or
        privilege in this Agreement conferred, or the waiver by said
        party of any breach of any of the terms, covenants or conditions
        of this Agreement, shall not be construed as a subsequent waiver
        of any such terms, covenants, conditions, right or privileges,
        but the same shall continue and remain in full force and effect
        as if no such forbearance or waiver had occurred.  No waiver
        shall be effective unless it is in writing and signed by an
        authorized representative of the waiving party.

             (f)  APPLICABLE LAW.  This Agreement shall be governed and
        controlled as to validity, enforcement, interpretation,
        construction, effect and in all other respects by the internal
        laws of the State of Delaware applicable to contracts made in
        that State, without regard to any conflict of law principles of
        the State of Delaware.

             (g)  CONSENT TO JURISDICTION.  The parties hereto
        irrevocably consent and submit to the exclusive jurisdiction of
        any local, state or federal court within the County of New Castle
        in the State of Delaware for enforcement of this Agreement.  The
        parties hereto irrevocably waive any objection they may have to
        venue in the defense of an inconvenient forum to the maintenance
        of such actions or proceedings to enforce this Agreement.



                                    -28-







             (h)  BINDING EFFECT.  This Agreement shall inure to the
        benefit of and be binding upon the parties hereto, and their
        successors and permitted assigns.  Nothing in this Agreement,
        express or implied, is intended to confer on any person other
        than the parties hereto, and their respective successors and
        permitted assigns any rights, remedies, obligations or
        liabilities under or by reason of this Agreement.

             (i)  ASSIGNMENT.  This Agreement shall not be assignable by
        any party without the prior written consent of all parties.

             (j)  AMENDMENTS.  This Agreement shall not be modified or
        amended except pursuant to an instrument in writing executed and
        delivered on behalf of each of the parties hereto.

             (k)  HEADINGS.  The headings contained in this Agreement are
        for convenience of reference only and shall not affect the
        meaning or interpretation of this Agreement.

             (l)  SEVERABILITY.  Whenever possible, each provision of
        this Agreement shall be interpreted in such manner as to be
        effective and valid under applicable law, but if any provision of
        this Agreement is held to be invalid, illegal or unenforceable in
        any respect under any applicable law or rule in any jurisdiction,
        such invalidity, illegality or unenforceability shall not affect
        any other provision or any other jurisdiction, and this Agreement
        shall be reformed, construed and enforced in such jurisdiction so
        as to best give effect to the intent of the parties under this
        Agreement.

             (m)  COUNTERPARTS.  This Agreement may be executed in
        separate counterparts, each of which is deemed to be an original
        and all of which taken together constitute one and the same
        agreement.

             (n)  NO STRICT CONSTRUCTION.  The parties hereto jointly
        participated in the negotiation and drafting of this Agreement.
        The language used in this Agreement shall be deemed to be the
        language chosen by the parties hereto to express their collective
        mutual intent, this Agreement shall be construed as if drafted
        jointly by the parties hereto, and no rule of strict construction
        shall be applied against any Person.

             (o)  GENDER.  As used in this Agreement, the masculine,
        feminine or neuter gender shall be deemed to include the others
        whenever the context so indicates or requires.

             (p)  INTERPRETATION.  Whenever the term "include" or
        "including" is used in this Agreement, it shall mean "including,
        without limitation," (whether or not such language is
        specifically set forth) and shall not be deemed to limit the
        range of possibilities to those items specifically enumerated.

                                    -29-







        The words "hereof", "herein" and "hereunder" and words of similar
        import refer to this Agreement as a whole and not to any
        particular provision.  "Knowledge" of Parent, or other words of
        similar import such as "to Parent's knowledge," shall mean the
        actual conscious knowledge of Simon Hodson, Vince Truant and
        Scott Houston after reasonable investigation.  Terms defined in
        the singular have a comparable meaning when used in the plural
        and vice versa.

              [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]











































                                    -30-







        IN WITNESS WHEREOF, the parties have executed this Agreement on
   the date first above written.

                                 EARTHSHELL CORPORATION

                                 By:  Simon K. Hodson
                                      ________________________________

                                 Name:  Simon K. Hodson
                                 Its:   CEO


                                 By:  Scott Houston
                                      ________________________________
                                 Name:  Scott Houston
                                 Its:   CFO


                                 EARTHSHELL TRIANGLE, INC.

                                 By:  Simon K. Hodson
                                      ________________________________

                                 Name:  Simon K. Hodson
                                 Its:   CEO


                                 RENEWABLE PRODUCTS, INC.

                                 By:  James A. Cooper
                                      ________________________________

                                 Name:  James A. Cooper
                                 Its:   VP


                                 RENEWABLE PRODUCTS LLC

                                 By:  James A. Cooper
                                      ________________________________

                                 Name:  James A. Cooper
                                 Its:   VP



















                                    -31-







                                  EXHIBIT A

                             CLOSING DELIVERIES
                             ------------------

   1.   Target's Deliveries
        -------------------

        (a)  Registration and Investor Rights Agreement, by and among
             Parent and Stockholder

        (b)  Copies of Certificate of Incorporation and By-laws,
             certified by the Secretary of State of the State of Delaware
             and the Secretary of Target

        (c)  Merger Certificate

        (d)  Certificate of Good Standing issued by the State of Delaware
             and Missouri

        (e)  Closing Certificate including incumbency


   2.   Parent's Deliveries
        -------------------

        (a)  Registration and Investor Rights Agreement by and among
             Parent and Stockholder

        (b)  EKI Lock-up Agreement in the form attached hereto as Exhibit
             F

        (c)  Copies of Certificate of Incorporation and By-laws for
             Parent and Mergerco, certified by the Secretary of State of
             the State of Delaware and the Secretary of Parent and
             Mergerco, as applicable and the Secretary of Mergerco

        (d)  Merger Certificate

        (e)  Certificate of Good Standing issued by the State of Delaware
             and the State of California for Parent and Mergerco

        (f)  Certificates representing Parent Series C Preferred Stock









                                     A-1







                                  EXHIBIT B

                       FORM OF PARENT'S LEGAL OPINION
                       ------------------------------




                                SEE ATTACHED











































                                     B-1







                                  EXHIBIT C

                 MATERIAL CONSENTS TO BE OBTAINED BY PARENT
                 ------------------------------------------


   1.   Consent of Cornell Capital Partners, LP














































                                     C-1







                                  EXHIBIT D

                 MATERIAL CONSENTS TO BE OBTAINED BY TARGET
                 ------------------------------------------


                                    None.














































                                     D-1







                                  EXHIBIT E

                       FORM OF TARGET'S LEGAL OPINION
                       ------------------------------


                                SEE ATTACHED














































                                     E-1







                                  EXHIBIT F

                            EKI LOCK-UP AGREEMENT
                            ---------------------

                                SEE ATTACHED















































                                     F-1







                                  EXHIBIT G

                         CERTIFICATE OF DESIGNATION
                         --------------------------

                                SEE ATTACHED















































                                     G-1






