Consulting Agreement

Exhibit 10.20


BRIAN K. SERVICE, INC.

123 Red Hill Circle

Tiburon, CA 94920

Ph: 415/435-9706

Fax: 415/435-6570


November 18, 2003


Mr. G. W. Loewenbaum

Chairman 3D Systems, Inc.

Dear Mr. Loewenbaum:

I am writing this letter pursuant to your request to set forth the terms and conditions upon which Brian K. Service, Inc. (a California corporation) ("BKS") will be engaged to perform certain management services, and to arrange for the provision of management services by others, for 3D Systems Corporation, a Delaware corporation, and its wholly owned and controlled subsidiaries (collectively, "3D Systems" and the "Company") under certain guarantees and indemnities to be provided by 3D Systems.

Under the terms of this agreement, BKS shall (a) locate, engage and provide the services of qualified consultants acceptable to the Company in such fields as the Company may reasonably request from time to time, which may include without limitation the fields of finance, accounting, strategic planning, sales, marketing, management and human resources; and (b) provide such other consulting services as the Company may from time to time request.


BKS will provide the work product included in this agreement for the agreed-upon terms and conditions set out below, and as set out in the attached Term Sheet. The terms of engagement for any consultants whose services are provided hereunder (including without limitation their qualifications and the scope of their engagements) shall be as mutually determined by BKS and the Company.


Fees : During the Term (as defined herein), BKS will be compensated for its services under this agreement as follows:

a. A monthly fee of $15,000; plus

b. Additional compensation (the "Consultant-Based Fees") at the rate of $15,000 per week per consultant engaged during that week, such amount to be prorated for services provided for less than one week, subject to a Profit Cap equal to $130,000. For purposes of this agreement, the Profit Cap shall be computed based upon the aggregate payments by the Company to BKS for all consultants during the Term less the Direct Compensation Costs of the consultants paid by BKS. For

purposes of this agreement, Direct Compensation Costs shall include amounts paid directly to the consultants by BKS for services rendered to the Company, employment taxes applicable thereto, and the costs of providing any employee benefits which may be offered by BKS to the consultants including deferred compensation and other welfare benefits. BKS shall provide invoices with respect to the services described about, which invoices shall include the information and calculation of the Direct Compensation Costs. If during the Term, the aggregate Consultant-Based Fees paid to BKS in excess of the Direct Compensation Costs equal the Profit Cap, thereupon, the Consultant Based Fees for the remainder of the Term shall be reduced to be equal to the Direct Compensation Costs. If during the Term, the aggregate Consultant-Based Fees paid to BKS in excess of the Direct Compensation Costs exceed the Profit Cap, BKS immediately shall refund such excess to the Company. The Profit Cap is applicable for every 12 month period of this agreement and, for any shorter period shall be pro-rated accordingly.


Term of the Agreement : The term of ...