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                                                                  EXHIBIT 10.39


                             AMENDMENT NO. 2 TO
                  REGISTRATION RIGHTS AGREEMENT (SERIES A)


     This Amendment No. 2 to Registration Rights Agreement (the "Amendment") 
is made and entered into as of November 3, 1997 by and among EarthShell 
Container Corporation, a Delaware corporation (the "Company"), and the other 
persons whose names appear on Schedule 1 hereto (collectively, the 
"Purchasers").

     WHEREAS, the parties hereto previously entered into that certain 
Registration Rights Agreement dated as of September 16, 1993, as amended (the 
"Registration Rights Agreement"), providing certain registration rights to 
the Purchasers for shares of Common Stock of the Company to be issued to the 
Purchasers; and

     WHEREAS, in connection with the proposed initial public offering of 
shares of common stock of the Company (the "IPO"), the managing underwriters 
in the IPO have advised the Company that in order to effect the successful 
and orderly distribution of shares of common stock in the IPO, it is in the 
best interests of the Company and its stockholders that all stockholders, if 
participating in the IPO, agree not to sell any equity securities of the 
Company for a period of 270 days following the consummation of the IPO and 
all stockholders, if not participating in the IPO, agree not to sell any 
equity securities of the Company for a period of 180 days following the 
consummation of the IPO; and

     WHEREAS, the Registration Rights Agreement, as currently in effect, only 
provides for a lock-up period of 180 days from stockholders selling in the 
offering and no lock-up whatsoever from stockholders not selling in the 
offering; and

     WHEREAS, in order to extend the lock-up period as described above days 
and extend the lock-up to all stockholders party to the Registration Rights 
Agreement, the parties hereto desire to amend the Registration Rights 
Agreement as provided below. Capitalized terms used herein and not otherwise 
defined shall have the meaning ascribed to them in the Registration Rights 
Agreement.

     NOW, THEREFORE, in consideration of the premises and covenants contained 
herein, and other good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereby agree as 
follows:

     1.  Section 4(a) of the Registration Rights Agreement is deleted in its 
entirety and the following new Section 4(a) is substituted therefor:

         (a)  RESTRICTIONS ON PUBLIC SALE BY HOLDER OF REGISTRABLE 
     SECURITIES.  Each holder of Registrable Securities whose Registrable 
     Securities are covered by a Registration Statement filed pursuant to 
     Section 3 hereof agrees, if requested by the managing underwriters in an 
     Underwritten Offering, not to effect any sale or other distribution of 
     equity securities of the Company, including any sale pursuant to Rule 
     144 under the Securities Act (except as part of such Underwritten 
     Registration), during the 10-day period prior to, and during the 180-day 
     period beginning with, the effectiveness of such Registration Statement, 
     to the extent timely notified in writing by the Company or the managing 
     underwriters. Notwithstanding the provisions of the preceding sentence, 
     in the case of the first public offering of Common Stock pursuant to an 
     effective Registration Statement under the Securities Act for the 
     account of

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     the Company at the aggregate offering price in excess of $35,000,000, 
     each holder of Registrable Securities agrees, if requested by the 
     managing underwriters in such an Underwritten Offering, not to effect 
     any sale or other distribution of equity securities of the Company, 
     including any sale pursuant to Rule 144 under the Securities Act (except 
     as part of such Underwritten Registration), during the 10-day period 
     prior to, and if purchasing or selling shares of Common Stock in such 
     offering during the 270-day period beginning with, or if neither 
     purchasing nor selling shares of Common Stock in such offering during 
     the 180-day period beginning with, the effectiveness of the Registration 
     Statement relating to such Underwritten Registration, to the extent 
     timely notified in writing by the Company or the managing underwriters.

     2.  Except as modified by this Amendment, the Registration Rights 
Agreement shall remain unchanged and shall remain in full force and effect.

     3.  Pursuant to Section 10(b) of the Registration Rights Agreement, this 
Amendment shall become effective upon the receipt by the Company of executed 
consents to this Amendment from the holders of at least a majority of the 
Registrable Securities.

     4.  This Amendment may be executed in any number of counterparts and by 
the parties hereto in separate counterparts, each of which when so executed 
shall be deemed to be an original and all of which taken together shall 
constitute one and the same agreement.

     5.  This Amendment shall be governed by and construed in accordance with 
the internal laws of the State of California.

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the 
date first written above.

                                       EARTHSHELL CONTAINER CORPORATION

                                       By: /s/ Simon K. Hodson
                                           -----------------------------------
                                       Name: Simon K. Hodson
                                             ---------------------------------
                                       Title: CEO
                                              --------------------------------


     By its execution below, the Company certifies that it has received 
consents to this Amendment from the holders of a majority of the Registrable 
Securities, as provided in Section 10(b) of the Registration Rights 
Agreement, and pursuant thereto this Amendment has become effective.

                                       EARTHSHELL CONTAINER CORPORATION

                                       By: /s/ D. Scott Houston
                                           -----------------------------------
                                       Name: D. Scott Houston
                                             ---------------------------------
                                       Title: CFO
                                              --------------------------------


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