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<ACCESSION-NUMBER>0001144204-05-035652
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>6
<PERIOD>20050930
<FILING-DATE>20051115
<DATE-OF-FILING-DATE-CHANGE>20051114
<FILER>
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<CONFORMED-NAME>EARTHSHELL CORP
<CIK>0000911801
<ASSIGNED-SIC>2650
<IRS-NUMBER>770322379
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
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<ACT>34
<FILE-NUMBER>000-23567
<FILM-NUMBER>051203987
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<BUSINESS-ADDRESS>
<STREET1>3916 STATE STREET
<STREET2>SUITE 110
<CITY>SANTA BARBARA
<STATE>CA
<ZIP>93105
<PHONE>805.563.7590
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<STREET1>3916 STATE STREET
<STREET2>SUITE 110
<CITY>SANTA BARBARA
<STATE>CA
<ZIP>93105
</MAIL-ADDRESS>
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<FORMER-CONFORMED-NAME>EARTHSHELL CONTAINER CORP
<DATE-CHANGED>19960521
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<TYPE>10-Q
<SEQUENCE>1
<FILENAME>v029165.txt
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

              |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         FOR THE QUARTERLY PERIOD ENDED
                               SEPTEMBER 30, 2005

               |_| TRANSITION REPORT PURSUANT SECTION 13 OR 15 (D)
                       OF SECURITIES EXCHANGE ACT OF 1934

                For the Transition Period From ______to_________

                        Commission File Number 333-13287


                             EARTHSHELL CORPORATION

             (Exact name of registrant as specified in its charter)


             DELAWARE                             77-0322379
(State or other jurisdiction of                (I.R.S. Employer
 incorporation or organization)               Identification No.)


                           1301 YORK ROAD, SUITE 200,
                              LUTHERVILLE, MD 21093
               (Address of principal executive office) (Zip Code)


                                 (410) 847-9420
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes |X| No |_|

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). Yes |X| No |_|

Indicate by check mark whether the registrant is a shell company (as defined in
Exchange Act Rule 12b-2). Yes |_| No |X|

The number of shares outstanding of the Registrant's Common Stock as of November
4, 2005 is 18,602,119

<PAGE>

                             EARTHSHELL CORPORATION

                                    FORM 10-Q

                    FOR THE QUARTER ENDED SEPTEMBER 30, 2005

       INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES

<TABLE>
<CAPTION>

PART I. FINANCIAL INFORMATION

   Item 1. Condensed Consolidated Financial Statements                                Page

<S>                                                                                   <C>
         a)    Condensed  Consolidated  Balance  Sheets as of September 30,
               2005(unaudited) and December 31, 2004 ................................ 2

         b)    Condensed Consolidated Statements of Operations for the three and
               nine months  periods  ended  September 30, 2005 and September 30,
               2004 (unaudited)...................................................... 3

         c)    Condensed Consolidated  Statements of Cash Flows for
               the nine months ended September 30, 2005 and September 30, 2004
               (unaudited) .......................................................... 4

         d)    Notes to Condensed Consolidated Financial Statements
               (unaudited) .......................................................... 5

   Item 2.   Management's Discussion and Analysis of Financial Condition
             and Results of Operations .............................................. 8

   Item 3.   Quantitative and Qualitative Disclosures About Market Risk.............. 13

   Item 4.   Controls and Procedures ................................................ 13

PART II. OTHER INFORMATION

   Item 1.   Legal Proceedings....................................................... 14

   Item 2.   Changes in Securities, Use of Proceeds and Issuer Purchases
             of Equity Securities.................................................... 14

   Item 3.   Defaults Upon Senior Securities......................................... 14

   Item 4.   Submission of Matters to a Vote of Security Holders..................... 14

   Item 5.   Other Information....................................................... 14

   Item 6    Exhibits ............................................................... 15

SIGNATURE............................................................................ 16
</TABLE>


                                       1
<PAGE>

                             EARTHSHELL CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                   SEPTEMBER 30,      DECEMBER 31,
                                                        2005            2004
                                                   -------------    -------------
                                                    (UNAUDITED)
<S>                                                <C>              <C>
ASSETS
CURRENT ASSETS
      Cash and cash equivalents ................   $      40,503    $     272,371
      Prepaid expenses and other current assets          102,607          201,467
                                                   -------------    -------------
           Total current assets ................         143,110          473,838

PROPERTY AND EQUIPMENT, NET ....................              --            9,037
EQUIPMENT HELD FOR SALE ........................               1                1

                                                   -------------    -------------
TOTALS .........................................   $     143,111    $     482,876
                                                   =============    =============

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
      Accounts payable and accrued expenses ....   $   5,865,929    $   3,899,526
      Current portion of settlements ...........         344,845          313,743
      Current portion of deferred revenues .....         100,000          300,000
      Contingent settlement ....................       2,375,000        2,375,000
      Note payable .............................       2,196,550               --
      Payable to a related party ...............         837,146          875,000
                                                   -------------    -------------
                 Total current liabilities .....      11,719,470        7,763,269

LONG-TERM PORTION OF DEFERRED REVENUES .........         812,500        1,062,500
OTHER LONG-TERM LIABILITIES ....................         173,366          412,192
                                                   -------------    -------------
           Total liabilities ...................      12,705,336        9,237,961

STOCKHOLDERS' DEFICIT
Preferred Stock, $.01 par value, 10,000,000
  shares authorized; 9,170,000 Series A
  shares designated: no shares issued and
  outstanding as September 30, 2005 and
  December 31 2004; 100 Series B shares
  designated and issued as of September 30, 2005
  as collateral for Note payable

Common Stock, $.01 par value, 40,000,000
  shares authorized: 18,602,119 and
  18,234,615 shares issued and outstanding
  as of September 30, 2005 and December 31 2004,
  respectively..................................         186,021          182,346
Additional paid-in common capital ..............     313,933,470      313,196,905
Accumulated deficit.............................    (326,440,627)    (321,607,782)
Less note receivable for stock .................        (183,333)        (500,000)
Accumulated other comprehensive loss ...........         (57,756)         (26,554)
                                                   -------------    -------------
      Total stockholders' deficit ..............     (12,562,225)      (8,755,085)
                                                   -------------    -------------

TOTALS .........................................   $     143,111    $     482,876
                                                   =============    =============
</TABLE>

            SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                       2
<PAGE>

                             EARTHSHELL CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                             FOR THE                     FOR THE
                                                           THREE MONTHS                  NINE MONTHS
                                                       ENDED SEPTEMBER 30,           ENDED SEPTEMBER 30,
                                                 ----------------------------    -----------------------------
                                                      2005           2004            2005               2004
                                                 ------------    ------------    ------------    ------------
<S>                                              <C>             <C>             <C>             <C>
Revenues                                         $     25,000    $     50,000    $    158,333    $     75,000

Operating Expenses
    Related party license fee and research and
         development expenses                              --         200,000              --         800,000
    Other research and development expenses           110,628          64,121         333,406         329,572
    Related party general and administrative
         expenses (reimbursements), net                (2,227)             --          (5,867)             --
    Other general and administrative expenses       1,603,577          99,162       4,213,578       2,344,133
    Depreciation and amortization                         558           3,164           2,233          41,735
    (Gain)/Loss on sales of property and
         equipment                                        803         (14,785)        (22,902)       (168,320)
                                                 ------------    ------------    ------------    ------------
        Total operating expenses                    1,713,339         351,662       4,520,448       3,347,120

Operating Loss                                      1,688,339         301,662       4,362,115       3,272,120

Other (Income) Expenses
    Interest income                                    (1,112)           (705)         (3,864)         (3,476)
    Related party interest expense                         --         131,030         101,314         406,895
    Other interest expense                            206,655         205,121         372,480         628,406
    Premium due to debenture default                       --       1,008,823              --       1,672,426
                                                 ------------    ------------    ------------    ------------
Loss Before Income Taxes                            1,893,882       1,645,931       4,832,045       5,976,371

Income taxes                                               --              --             800             800
                                                 ------------    ------------    ------------    ------------
Net Loss                                         $  1,893,882    $  1,645,931    $  4,832,845    $  5,977,171
                                                 ============    ============    ============    ============

Basic and Diluted Loss Per Common Share          $       0.10    $       0.12    $       0.26    $       0.42

Weighted Average Number of Common Shares
     Outstanding                                   18,507,916      14,223,402      18,385,325      14,160,674
</TABLE>

            SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                       3
<PAGE>

                             EARTHSHELL CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                  NINE MONTHS ENDED
                                                                                    SEPTEMBER 30,
                                                                             --------------------------
                                                                                 2005           2004
                                                                             -----------    -----------
<S>                                                                          <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss .................................................................   $(4,832,845)   $(5,977,171)
Adjustments to reconcile net loss to net cash used in operating activities
  Depreciation and amortization ..........................................         2,233         41,736
  Compensation related to issuance of stock, stock options, warrants, and
     restricted stock to directors, consultants, and officers ............       251,692             --
  Amortization and accretion of note issue costs .........................       234,744        592,316
  Premium due to debenture default........................................            --      1,672,426
  (Gain) Loss on sales of property and equipment .........................       (22,902)      (168,320)
  Deferred revenues ......................................................      (158,333)       425,000
  Other non-cash expense items ...........................................      (198,110)        19,865
Changes in operating assets and liabilities
  Prepaid expenses and other current assets ..............................        98,860         70,157
  Accounts payable and accrued expenses ..................................     1,990,416       (266,883)
  Payables to related party ..............................................       (37,854)     1,131,014
  Other long-term liabilities ............................................            --        145,793
                                                                             -----------    -----------
     Net cash used in operating activities ...............................    (2,672,099)    (2,314,067)
                                                                             -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of property and equipment ............................        29,706        187,570
Purchases of property and equipment ......................................                       (8,729)
                                                                             -----------    -----------
     Net cash provided by investing activities ...........................        29,706        178,841
                                                                             -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock ...................................       528,788        504,097
Common stock issuance costs ..............................................                     (117,342)
Repayment of convertible debentures ......................................                     (110,294)
Proceeds from issuance of notes payable to related party .................       322,000        136,000
Repayment of notes payable to related party ..............................      (322,000)            --
Principal payments on settlements ........................................      (207,724)            --
Proceeds from issuance of note payable ...................................     2,500,000             --
Note payable issuance costs ..............................................      (402,500)            --
                                                                             -----------    -----------
     Net cash provided by financing activities ...........................     2,418,564        412,461
                                                                             -----------    -----------

Effect of exchange rate changes on cash and cash equivalents .............        (8,039)            64
                                                                             -----------    -----------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS .........................      (231,868)    (1,722,701)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ...........................       272,371      1,901,639
                                                                             -----------    -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD .................................   $    40,503    $   178,938
                                                                             ===========    ===========
</TABLE>

                                                        NINE MONTHS ENDED
                                                          SEPTEMBER 30,
                                                     -----------------------
                                                        2005         2004
                                                     ----------   ----------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for
    Income taxes ...............................     $      800   $      800
    Interest ...................................         12,619        9,220
Transfer of property to EKI ....................             --       78,409
Conversion of convertible debentures into common stock       --      174,632
Interest paid in common stock ..................             --        4,097


SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

In March of 2005, in  consideration  for a loan  guarantee,  the Company  issued
warrants to Benton  Wilcoxon to purchase  65,000  shares of common  stock of the
Company at an exercise  price of $3.00 per share.  The warrants  expire on March
23, 2008.  Using the  Black-Scholes  pricing  model,  the warrants are valued at
$34,980.  In  addition,  the  Company  granted to Mr.  Wilcoxon a right of first
refusal to enter into a license  agreement  for  certain  of its  technology  in
certain Asian territories.

Also in March of 2005, in  consideration  for  consulting  services  rendered in
connection with the Company obtaining financing, the Company issued a warrant to
Douglas  Metz for 80,000  shares of common  stock of the  Company at an exercise
price of $3.00 per  share.  The  warrant  expires on March 23,  2008.  Using the
Black-Scholes pricing model, the warrant is valued at $43,048.

In May 2005, the Company issued a warrant to Cornell  Capital  Partners (CCP) to
purchase  625,000 shares of common stock of the Company.  The warrant expires on
the later of:  (a) May 26,  2006 or (b) the date  sixty  days after the date the
$2,500,000 in promissory  notes issued to Cornell Capital are fully repaid.  The
warrant  has an  exercise  price of $4.00 per share of common  stock.  Using the
Black-Scholes pricing model, the warrant is valued at $47,345.

In August  2005,  the Company  issued a warrant to Cornell  Capital  Partners to
purchase  50,000  shares of common  stock of the  Company in  consideration  for
consolidating  the two CCP  promissory  notes and  extending the date upon which
amortization  and repayment of the notes is to begin. The warrant expires on the
later  of:  (a) May 26,  2006 or (b) the  date  sixty  days  after  the date the
$2,500,000 in promissory  notes issued to Cornell Capital are fully repaid.  The
warrant  has an  exercise  price of $4.00 per share of common  stock.  Using the
Black-Scholes pricing model, the warrant is valued at $3,788

            SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                       4
<PAGE>

                             EARTHSHELL CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                               SEPTEMBER 30, 2005

OVERVIEW OF OPERATIONS

Organized in November  1992 as a Delaware  corporation,  EarthShell  Corporation
(the  "Company")  is  engaged in the  commercialization  of  composite  material
technology for the manufacture of foodservice disposable packaging designed with
the environment in mind. EarthShell  Packaging(R) is based on patented composite
material technology (collectively, the "EarthShell Technology"),  licensed on an
exclusive, worldwide basis from E. Khashoggi Industries LLC and its wholly owned
subsidiaries ("EKI").

The EarthShell  Technology  has been  developed over many years in  consultation
with  leading  material  scientists  and  environmental  experts  to reduce  the
environmental  burdens of foodservice  disposable  packaging through the careful
selection of raw materials,  processes, and suppliers.  EarthShell Packaging(R),
including hinged-lid sandwich containers,  plates, bowls, foodservice wraps, and
cups, is primarily  made from commonly  available  natural raw materials such as
natural ground limestone and potato starch.  EarthShell believes that EarthShell
Packaging(R) has comparable or superior  performance  characteristics and can be
commercially  produced and sold at prices that are  competitive  with comparable
paper and plastic foodservice disposables.

EarthShell was a development stage enterprise through the first quarter of 2004.
With the  recognition  of the Company's  first revenues in the second quarter of
2004, the Company was no longer a development stage enterprise.

BASIS OF PRESENTATION OF FINANCIAL INFORMATION

The foregoing interim  financial  information is unaudited and has been prepared
from the books and records of EarthShell Corporation.  EarthShell  Corporation's
consolidated  financial  statements  include the  accounts  of its  wholly-owned
subsidiary, PolarCup EarthShell GmbH. All significant inter-company balances and
transactions  have  been  eliminated  in   consolidation.   In  the  opinion  of
management,  the financial  information reflects all adjustments necessary for a
fair  presentation  of the financial  condition,  results of operations and cash
flows of the Company in conformity with accounting principles generally accepted
in the United States. All such adjustments were of a normal recurring nature for
interim financial reporting.  Results of operations for the three and nine month
periods ended September 30, 2005 are not necessarily  indicative of results that
will occur for the year ending December 31, 2005.

The accompanying  unaudited financial  statements and these notes do not include
certain information and footnote disclosures  required by accounting  principles
generally  accepted in the United  States,  which were included in the Company's
consolidated  financial  statements  for the year ended  December 31, 2004.  The
information  included  in this Form  10-Q  should  be read in  conjunction  with
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations and the Company's consolidated financial statements and notes thereto
for the year ended December 31, 2004 included in the Company's  Annual Report on
Form 10-K/A - Amendment No. 3.

The accompanying  unaudited  financial  statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of  liabilities  in the normal  course of  business.  The Company  has  incurred
significant  losses  since  inception,  has minimal  revenues  and has a working
capital deficit of $ 11,576,360 at September 30, 2005. These factors, along with
others, indicate substantial doubt that the Company may be unable to continue as
a going  concern  for a  reasonable  period  of time (see  "Critical  Accounting
Policies - Going Concern Basis").

The consolidated financial statements do not include any adjustments relating to
the  recoverability  and classification of recorded asset amounts or the amounts
and  classification of liabilities that might be necessary should the Company be
unable to continue as a going  concern.  The Company's  continuation  as a going
concern is dependent upon its ability to generate  sufficient  cash flow to meet
its obligations on a timely basis, to obtain additional financing or refinancing
as may be required, and ultimately to attain successful operations.

Basic loss per common share is computed by dividing net loss available to common
stockholders by the weighted-average  number of common shares outstanding during
the period (including common stock to be issued).  Diluted loss per common share
is  computed  by  dividing  net loss  available  to common  stockholders  by the
weighted-average  number of common shares outstanding (including common stock to
be issued) plus an assumed increase in common shares outstanding for potentially
dilutive  securities,  which  consist of options and warrants to acquire  common
stock and convertible debentures.  Potentially dilutive shares are excluded from
the  computation in loss periods,  as their effect would be  anti-dilutive.  The
dilutive  effect of options  and  warrants to acquire  common  stock is measured
using the treasury stock method.  The dilutive effect of convertible  debentures
is measured  using the  if-converted  method.  Basic and diluted loss per common
share is the same for all periods  presented  because the impact of  potentially
dilutive securities is anti-dilutive.

Since June 21, 2004, the Company's  common stock has been listed through the OTC
Bulletin Board. The Company's common stock trades under the symbol "ERTH.OB."


                                       5
<PAGE>

PROPERTY AND EQUIPMENT AND EQUIPMENT HELD FOR SALE

The cost and  accumulated  depreciation  of property and equipment and equipment
held for sale at September 30, 2005 and December 31, 2004 were as follows:


                                                  SEPTEMBER 30,     DECEMBER 31,
                                                       2005            2004
                                                   -----------     -----------
Total office furniture and equipment ...........       146,157         245,274
Less:  Accumulated depreciation and amortization      (146,157)       (236,237)
                                                      ---------       ---------
Property and equipment - net ...................   $        --     $     9,037
                                                   ===========     ===========
Equipment held for sale ........................   $         1     $         1
                                                   ===========     ===========


STOCK OPTIONS

The Company  accounts for stock  options in  accordance  with the  provisions of
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to  Employees,"  and complies  with the  disclosure  provisions  of Statement of
Financial  Accounting  Standards  ("SFAS") No. 123,  "Accounting for Stock-Based
Compensation."  Under APB Opinion No. 25,  compensation  expense is based on the
difference,  if any,  on the  date of  grant,  between  the  fair  value  of the
Company's  common stock and the  exercise  price of the option.  For  disclosure
purposes,  to measure stock-based  compensation in accordance with SFAS No. 123,
the fair value of each option  grant is estimated on the date of grant using the
Black-Scholes  option-pricing model. The fair value of each option grant is then
amortized  as pro forma  compensation  expense  over the  vesting  period of the
options.  The  following  table  sets  forth the pro forma net loss and loss per
share resulting from applying SFAS No. 123.

                                                         NINE MONTHS
                                                     ENDED SEPTEMBER 30,
                                                  -------------------------
                                                      2005         2004
                                                  -----------   -----------
Net Loss as reported ..........................   $ 4,832,845   $ 5,977,171
Deduct: Stock-based employee compensation
   expense included in reported net loss, net
   of tax .....................................            --            --
Add: Total stock-based employee compensation
   determined under fair value based method
   for all awards, net of tax
   Relates primarily to warrants issued to
   executive officers .........................   $ 2,327,367   $   488,899
                                                  -----------   -----------

Pro forma net loss ............................   $ 7,160,212   $ 6,466,070

  Basic and diluted loss per common share
   As reported ................................   $      0.26   $      0.42
   Pro forma ..................................   $      0.39   $      0.46


FINANCING

      On March 23, 2005, the Company entered into a promissory note and Security
Agreement with Cornell Capital Partners, LP ("Cornell Capital Partners"). The
Company issued promissory notes to Cornell Capital Partners in the original
principal amount of $2,500,000. The $2,500,000 was disbursed as follows:
$1,150,000 on March 28, 2005 and the remaining $1,350,000 was disbursed on May
27, 2005. The promissory notes are secured by the assets of the Company and
shares of stock of another entity


                                       6
<PAGE>

pledged by an affiliate  of that  entity.  The Company also issued and placed in
escrow for the benefit of the lender 100 shares of a newly  designated  Series B
convertible preferred stock. In the event the Company defaults on its obligation
to repay the promissory  notes to Cornell Capital  Partners,  Cornell would have
the right to receive the shares and to convert each share into 33,333  shares of
the Company's common stock. The promissory notes have a one-year term and accrue
interest at 12% per year. In connection  with the financing with Cornell Capital
Partners,  the Company issued a warrant to Cornell Capital  Partners to purchase
625,000 shares of common stock of the Company.  The warrant expires on the later
of: (a) May 26, 2006 or (b) the date sixty days after the date the $2,500,000 in
promissory  notes  issued to Cornell  Capital  Partners  are fully  repaid.  The
warrant  has an  exercise  price of $4.00 per share of common  stock.  The first
installment  payment on the promissory notes was due on July 25, 2005. In August
2005 Cornell  Capital  Partners agreed to consolidate the two notes and to defer
the   commencement  of  repayment   installments   until  October  1,  2005.  In
consideration of this modification to the promissory notes, the Company issued a
warrant to Cornell Capital Partners to purchase 50,000 shares of common stock of
the  Company.  The warrant  expires on the later of: (a) May 26, 2006 or (b) the
date sixty days after the date the  $2,500,000  in  promissory  notes  issued to
Cornell Capital Partners are fully repaid.  The warrant has an exercise price of
$4.00 per share of common stock.

      In connection  with the Cornell Capital  Partners  promissory  notes,  the
Company recorded an original issue discount of $312,693.  The discount  includes
cash fees and expenses related to the origination of the loan, issuance of 6,450
shares of the  Company's  common stock to a broker valued at the market value on
the closing date of the  transaction,  issuance of warrants to purchase  145,000
shares of the  Company's  stock at $3 per  share  valued  at  $78,028  using the
Black-Scholes  valuation  model,  and the  issuance of warrants to the lender to
purchase 625,000 shares of the Company's stock at $4 per share valued at $47,345
using the Black-Scholes valuation model, all of which will be amortized over the
12 month life of the note at a rate of $39,389 per month.

On March  23,  2005,  EarthShell  entered  into a  Standby  Equity  Distribution
Agreement  with  Cornell  Capital  Partners.  Pursuant  to  the  Standby  Equity
Distribution Agreement, the Company may, at its discretion, periodically sell to
Cornell Capital  Partners shares of common stock for a total aggregate  purchase
price of up to $10.0 million. For each share of common stock purchased under the
Standby Equity  Distribution  Agreement,  Cornell Capital  Partners will pay the
Company 98% of the lowest volume weighted  average price of the Company's common
stock as quoted by Bloomberg, LP on the Over-the-Counter Bulletin Board or other
principal  market on which the  Company's  common stock is traded for the 5 days
immediately  following the notice date. The price to be paid by Cornell  Capital
Partners  for the  Company's  stock shall be  determined  as of the date of each
individual  request  for  an  advance  under  the  Standby  Equity  Distribution
Agreement.  Cornell  Capital  Partners will also retain 5% of each advance under
the Standby Equity Distribution Agreement.  Cornell Capital Partners' obligation
to purchase  shares of the  Company's  common  stock  under the  Standby  Equity
Distribution Agreement is subject to certain conditions, including the Company's
registration statement for the offer and sale by Cornell Capital Partners of the
shares of common  stock sold under the  Standby  Equity  Distribution  Agreement
becoming effective, and is limited to $500,000 per weekly advance. In connection
with  the  Standby  Equity  Distribution  Agreement,  Cornell  Capital  Partners
received  a  one-time  commitment  fee in the form of  143,550  shares of common
stock.  On June 9, 2005 the Company filed a  registration  statement on Form S-1
with the Securities and Exchange Commission to register the shares of EarthShell
common stock underlying this  transaction,  including the shares of common stock
received as a commitment fee. On September 27, 2005, the registration  statement
was withdrawn.  The Company  continues to work with Cornell Capital  Partners to
restructure the transactions.

      In August 2005,  the Company  entered into an  agreement  with  EarthShell
Asia, Limited, ("EA") in connection witht he granting of certain licenses to use
EarthShell  technology for various  applications  in certain ASEAN  territories.
Shortly after executing this letter  agreement,  both the Company and EA decided
to restructure the  transaction.  As part of this  transaction,  the Company may
receive a total of up to $2.6 million from a combination  of prepaid  technology
fees (up to $1.7  million)  and the sale of up to  300,000  shares of its common
stock and one million  warrants to purchase shares of the Company's common stock
at $4 per share.  The  realization  of the full  potential of the  transction is
dependent on the Company successfully  demonstrating the commercial viability of
its technology in certain new  applications.  The Company received %500,000 from
EA as an initial  partial  payment and has agreed to issue 166,667 shares of its
common stock in connection with this payment.  Additional  definitive agreements
have not yet been entered into.

      Subsequent  to September  30,  2005,  EarthShell  Corporation,  a Delaware
corporation  (the  "Company")  issued  a  Promissory  Note  (the  "Note")  to E.
Khashoggi Industries, Inc, LLC, a Delaware limited liability company ("EKI"), in
the principal  amount of  $1,000,000.  Under the terms of the Note dated October
11,  2005,  EKI will  advance the Company the  following  sums on the  following
dates, or a lesser amount as the Company requests in writing:

                        Amount            Date of Funding
                        ------            ---------------
                       $350,000           October 12, 2005
                       $250,000           October 31, 2005
                       $250,000           November 30, 2005
                       $150,000           December 31, 2005

      Notwithstanding the funding schedule described above, if, on or before any
of the above  funding  dates,  the  Company  receives  a total of $3  million in
aggregate  net cash  proceeds  from any  combination  of financing  transaction,
equity contribution,  sale, licensing or sublicensing of assets or the provision
of services (including, without limitation,  advanced royalty payments, proceeds
from the sale of the  Company's  common  stock and fees for  technical  services
rendered to third parties,  but excluding any proceeds advanced under the Note),
EKI is not obligated to advance any additional  funds to the Company,  including
the funds that were to be advanced at the next funding date.

      Interest  accrues on the  principal  balance of the Note at a variable per
annum rate, as of any date of determination, that is equal to the rate published
in the  "Money  Rates"  section of The Wall  Street  Journal as being the "Prime
Rate",  compounded  monthly.  All accrued but unpaid  interest  and  outstanding
principal is due and payable on the earliest to occur of the following:  (i) the


                                       7
<PAGE>

second (2nd)  anniversary of the date of the Note;  (ii) five (5) days following
the date the  Company  has  received  $3 million or more in  aggregate  net cash
proceeds from all financing transactions, equity contributions, and transactions
relating to the sale,  licensing,  sublicensing  or disposition of assets or the
provision of services  (including  advance royalty  payments,  proceeds from the
sale of the Company's common stock and fees for technological  services rendered
to third  parties),  measured  from the  date of the  Note and not  taking  into
account the proceeds  advanced  under the Note;  or (iii) the  occurrence  of an
Event of Default (as defined in the Note).

On October 11,  2005,  the Company  entered  into a Debt  Conversion  and Mutual
Release Agreement (the  "Agreement")  with EKI.  Pursuant to the Agreement,  the
Company  and EKI agreed  that a  receivable  in an amount  equal to  $837,145.69
(previously  owed to  bio-Tec  Biologische  Naturverpackunger  GmbH &  Co.KG,  a
former,  wholly-owned subsidiary of EKI ("Biotec"),  which receivable amount was
subsequently  assigned to EKI) will be converted  into 279,048  shares of common
stock of the Company.  The conversion price equals $3.00 per share.  Pursuant to
this Agreement,  the Company and EKI released each other from any and all claims
in connection with the receivable.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

FORWARD LOOKING STATEMENTS

Information  contained in this Quarterly Report on Form 10-Q,  including but not
limited to  "Management's  Discussion  and Analysis of Financial  Condition  and
Results of Operations," contains  forward-looking  statements within the meaning
of the Private  Securities  Litigation  Reform Act of 1995,  as  amended.  These
statements may be identified by the use of  forward-looking  terminology such as
"may,"  "expect,"  "anticipate,"  "estimate,"  or  "continue,"  or the  negative
thereof  or other  comparable  terminology.  Any one  factor or  combination  of
factors  could cause the Company's  actual  operating  performance  or financial
results to differ  substantially  from those  anticipated by management that are
described  herein.  Investors should carefully review the risk factors set forth
in other Company  reports or documents  filed with the  Securities  and Exchange
Commission,  including  Forms  10-Q,  10-K,  and 8-K.  Factors  influencing  the
Company's  operating  performance  and financial  results  include,  but are not
limited to, the performance of licensees,  changes in the general  economy,  the
availability of financing,  governmental regulations concerning, but not limited
to, environmental issues, and other risks and unforeseen circumstances affecting
the Company's  business.  This  Quarterly  Report on Form 10-Q should be read in
conjunction  with the  Company's  Annual Report on Form 10-K/A - Amendment No. 3
for the fiscal year ended December 31, 2004.

CRITICAL ACCOUNTING POLICIES

The  preparation of financial  statements and related  disclosures in conformity
with  generally  accepted  accounting  principles  requires  management  to make
judgments,  assumptions  and estimates  that affect the amounts  reported in the
Company's financial statements and the accompanying notes. The amounts of assets
and  liabilities  reported  in the  Company's  balance  sheet and the amounts of
expenses  reported  for  each  fiscal  period  are  affected  by  estimates  and
assumptions  which are used for,  but not limited to, the  accounting  for asset
impairments.  Actual  results could differ from these  estimates.  The following
critical   accounting   policies  are   significantly   affected  by  judgments,
assumptions and estimates used in the preparation of the consolidated  financial
statements.

Going Concern Basis. The condensed  consolidated  financial statements have been
prepared on a going concern basis,  which contemplates the realization of assets
and the  satisfaction  of  liabilities  in the normal  course of  business.  The
Company has incurred  significant  losses since inception,  has minimal revenues
and has a working  capital  deficit of $11,576,360 at September 30, 2005.  These
factors,  along with  others,  may  indicate  that the Company will be unable to
continue as a going  concern for a reasonable  period of time.  The Company will
have to raise  additional  funds to meet its  current  obligations  and to cover
operating  expenses through the year ending December 31, 2005. If the Company is
not successful in raising additional capital it may not be able to continue as a
going  concern.  Management  plans to address  this need by raising cash through
either the  issuance of debt or equity  securities.  In March and May 2005,  the
Company  secured  loans  totaling  $2.5  million and also entered into a Standby
Equity Distribution Agreement where the Company has the right, upon registration
of shares of its common stock, to require an institutional  investor to purchase
shares  of the  Company's  common  stock  from  time to  time  at the  Company's
discretion. Additionally, in October 2005, the Company received a commitment for
up to $1.0 million in loans from EKI,  and the Company has borrowed  $600,000 to
date.  However,  the Company  cannot assure that  additional  financing  will be
available  to it, or, if  available,  that the terms will be  satisfactory.  The
Company  also cannot  assure that it will  receive  any further  technology  fee
payments  in 2005  pursuant to any  sublicense  agreement.  Management  plans to
continue in its efforts to minimize expenses,  but cannot assure that it will be
able to  reduce  expenses  below  current  levels.  The  condensed  consolidated
financial   statements   do  not  include  any   adjustments   relating  to  the
recoverability  and  classification of recorded asset amounts or the amounts and
classification  of  liabilities  that might be  necessary  should the Company be
unable to continue as a going concern.

Revenue Recognition.  The Company recognizes revenue when persuasive evidence of
an  arrangement  exists,  the  price  is  fixed  or  readily   determinable  and
collectibility is probable.  The Company  recognizes  revenue in accordance with
Staff   Accounting   Bulletin  No.  104,   "Revenue   Recognition  in  Financial
Statements,"  (SAB 104).  EarthShell's  revenues consist of technology fees that
are  recognized  ratably over the life of the related  agreements  and royalties
based on product sales by licensees  that are recognized in the quarter that the
licensee reports the sales.

THREE  MONTHS  ENDED  SEPTEMBER  30, 2005  COMPARED  WITH THE THREE MONTHS ENDED
SEPTEMBER 30, 2004.

The Company's net loss  increased $0.2 million to $1.9 million from $1.7 million
for the three months ended September 30, 2005 compared to the three months ended
September 30, 2004, respectively.

REVENUES.  The Company's  revenues  decreased $.02 million to $0.03 million from
$.05 million for the three months ended September 30, 2005 compared to the three
months ended September 30, 2004. These revenues are a result of the amortization


                                       8
<PAGE>

of  technology  fees  received  during 2004 in  connection  with the granting of
certain license agreements. In the third quarter of 2004, $500,000 of a total of
$2 million  technology  payable was  received in  connection  with a  sublicense
agreement  granted to Meridian  Business  Solutions (MBS). In the 4th quarter of
2004,  a  technology  fee  of $1  million  was  received  in  connection  with a
sublicense  agreement granted to EarthShell Hidalgo.  These technology fees have
been amortized over the ten year term of the sublicense agreements. The decrease
in  revenues  is due to the  termination  of the  sublicense  to  MBS.  The  MBS
sublicense  agreement was terminated in June 2005 and the unamortized portion of
the  technology  fee was  returned to MBS.  The  amortization  of the  remaining
EarthShell Hidalgo technology fee will result in the recognition of $0.1 million
in revenues per year during the life of the agreement.

RESEARCH AND DEVELOPMENT  EXPENSES.  Total research and development expenses are
comprised of Related party license fee and research and development expenses and
Other research and development expenses. Total research and development expenses
for the development of EarthShell  Packaging(R) decreased $0.15 million to $0.11
million  from $0.26  million  for the three  months  ended  September  30,  2005
compared to the three months ended September 30, 2004.

o     Related  party  license fee and research  and  development  expenses  were
      comprised,  through  September  1,  2004,  of a $100,000  minimum  monthly
      payment to retain exclusive use of the Biotec  Technology for food service
      disposable  packaging as well as payment for technical  services,  both of
      which are payable to EKI, a stockholder  of the Company,  or affiliates of
      EKI. The accrual of the minimum  monthly  payment was halted for two years
      beginning in  September  2004  pursuant to an  amendment to the  Company's
      license agreement with Biotec.  Subsequently,  the minimum monthly payment
      to retain exclusivity was completely eliminated pursuant to an Amended and
      Restated License  Agreement with Biotec,  dated August 31, 2005. Biotec is
      no longer an affiliate of EKI.  Related party license fee and research and
      development  expenses decreased $0.2 million to $0.0 million for the three
      months  ended  September  30, 2005  compared to $0.2 million for the three
      months ended September 30, 2004, respectively.

o     Other research and development  expenses are comprised of personnel costs,
      contract   research  with  the  USDA,   travel  and  direct  overhead  for
      development   and/or   demonstration   production.   Other   research  and
      development  expenses  increased $0.05 million to $0.11 million from $0.06
      million for the three  months  ended  September  30, 2005  compared to the
      three months ended September 30, 2004, respectively.  The increase was due
      to an increase in the contract with the USDA for research and  development
      activities.

GENERAL AND ADMINISTRATIVE  EXPENSES.  General and  administrative  expenses are
comprised of Related party general and administrative expenses and Other general
and administrative expenses. Total General and administrative expenses increased
$1.5  million  to $1.6  million  from $.1  million  for the three  months  ended
September  30, 2005  compared to the three  months  ended  September  30,  2004,
respectively.

o     Related party general and administrative  expenses are comprised primarily
      of the  sublease  of office  facilities  payable  to the  Company's  major
      shareholder,  EKI. During 2005 to date, these expenses have been offset by
      reimbursement  by  EKI  for  50%  of  the  cost  of  one  of  EarthShell's
      administrative   staff   shared  by  EKI.   Related   party   general  and
      administrative  expenses  were  negligible  for  the  three  months  ended
      September 30, 2005 and September 30, 2004, respectively.

o     Other general and administrative expenses are comprised of personnel costs
      and directors' fees, travel and direct overhead for marketing, finance and
      administration.   Total  general  and  administrative  expenses  increased
      approximately $1.5 million to $1.6 million from $0.1 million for the three
      months  ended  September  30,  2005  compared  to the three  months  ended
      September  30, 2004,  respectively.  The increase was due primarily to the
      non-recurrence of a one time $.5 million credit in 2004 resulting from the
      settlement  of a property tax  dispute.  In  addition,  professional  fees
      increased $.6 million due to the accrual of investor relations fees of $.3
      million and a $.3 million  increase  in legal costs  primarily  associated
      with financing transactions. In addition, the Company accrued a penalty in
      the  quarter of  approximately  $.2  million as a result of the  Company's
      failure to timely file a  registration  statement  related to  settlements
      reached with respect to the Company's then outstanding  debentures in late
      2004. Also,  salaries and wages increased $.2 million due primarily to the
      accrual of deferred  compensation in 2005 for executive salaries that were
      voluntarily reduced in 2004.

INTEREST  EXPENSE.  Interest  expense is  comprised  of Related  party  interest
expense and Other interest expense.

o     Related party interest expense  decreased  approximately  $0.13 million to
      $0.0 from $0.13  million for the three  months  ended  September  30, 2005
      compared to the three months ended  September 30, 2004.  In 2004,  Related
      party interest expense  consisted  primarily of interest  accruing on $2.7
      million in notes  advanced  to the  Company by EKI.  In the 4th quarter of
      2004,  these loans were  converted  to  EarthShell  common stock at $3 per
      share and the accrued  interest  was  converted  to common stock at $4 per
      share. As a result,  in 2005, there has been no further accrual of related
      party interest.  Beginning in the 4th quarter of 2005, the Company expects
      to begin to accrue  related party  interest again due to the issuance of a
      new note to EKI for advances up to $1 million. (see Financing).

o     Other  interest  expense  remained  constant  at $.2 million for the three
      months ended September 30, 2005 and September 30, 2004,  respectively.  In
      2004, Other interest  expense was comprised  primarily of interest accrued
      on the then  outstanding  debentures.  In the 4th  quarter of 2004,  these
      debentures  were  settled and retired and  interest  ceased to accrue.  In
      March 2005,  the Company  entered  into new loan  agreements  with Cornell
      Capital  Partners.  The Company is  amortizing  the  discount on the Notes
      Payable to Cornell Capital  Partners at the rate of about $.13 million per
      quarter and interest  expense on the Cornell Capital Partners notes accrue
      at the rate of approximately  $.06 million per quarter until the notes are
      paid in full.  Finally,  beginning in late 2004, the Company  entered into
      payment  plans to settle a number of aged  payable  accounts.  Interest is
      accruing on these accounts at the rate of about $10,000 per quarter.


                                       9
<PAGE>

GAIN ON SALES  OF  PROPERTY  AND  EQUIPMENT.  The  Company  had a minor  gain of
approximately  $1,000  from the sales of  property  and  equipment  in the three
months ended September 30, 2005 compared to a gain of approximately $15 thousand
in the three  months  ended  September  30, 2004 upon the sale of  non-essential
machine shop equipment and excess office  furniture and equipment over their net
book value, all of which was fully depreciated.

NINE MONTHS  ENDED  SEPTEMBER  30,  2005  COMPARED  WITH THE NINE  MONTHS  ENDED
SEPTEMBER 30, 2004.

The Company's net loss decreased approximately $1.2 million to $4.8 million from
$6.0 million for the nine months ended  September  30, 2005 compared to the nine
months ended September 30, 2005, respectively.

REVENUES.  The Company recorded an increase of revenues of  approximately  $0.08
million to $0.16 million from $0.08 for the nine months ended September 30, 2005
compared  to the nine months  ended  September  30,  2004,  respectively.  These
revenues are a result of the  amortization  of technology  fees received  during
2004 in  connection  with the  granting of certain  license  agreements.  In the
second  quarter  of 2004,  $500,000  of a total of $2  million  technology  fees
payable were received in connection with a sublicense  agreement granted to MBS.
In the 4th  quarter of 2004,  a  technology  fee of $1 million  was  received in
connection  with a sublicense  agreement  granted to EarthShell  Hidalgo.  These
technology  fees have been amortized  over the ten year term of the  agreements.
The MBS  sublicense  agreement was  terminated in June 2005 and the  unamortized
portion of the  technology  fee was  returned to MBS.  The  amortization  of the
remaining  EarthShell  Hidalgo  technology fee will result in the recognition of
$0.1 million in revenues per year during the life of the agreement.

RESEARCH AND DEVELOPMENT  EXPENSES.  Total research and development expenses are
comprised of Related party license fee and research and development expenses and
Other research and development expenses. Total research and development expenses
for the  development of EarthShell  Packaging(R)  decreased  approximately  $0.8
million to $0.3 million  from $1.1  million for the nine months ended  September
30, 2005  compared to the nine months ended  September  30, 2004,  respectively,
primarily due to the termination of the Related party minimum monthly payment in
September 2005.

o     Related  party  license fee and research  and  development  expenses  were
      primarily  comprised,  through  September  1,  2004,  of the  payment of a
      $100,000  minimum  monthly  payment to retain  exclusive use of the Biotec
      Technology  for food service  disposable  packaging as well as payment for
      technical services, both of which are payable to EKI, a stockholder of the
      Company,  or affiliates of EKI. The accrual of the minimum monthly payment
      was  halted  for two year  beginning  in  September  2004  pursuant  to an
      amendment to the Company's  license  agreement with Biotec.  Subsequently,
      the party minimum  monthly  payment to retain  exclusivity  was completely
      eliminated  pursuant to an Amended and  Restated  License  Agreement  with
      Biotec,  dated August 31,  2005.  Biotec is no longer an affiliate of EKI.
      Related party license fee and research and development  expenses decreased
      $0.8 million to $0.0 million for the nine months ended  September 30, 2005
      compared to $0.8  million for the nine months  ended  September  30, 2004,
      respectively.

o     Other research and development  expenses are comprised of personnel costs,
      contract   research  with  the  USDA,   travel  and  direct  overhead  for
      development and/or demonstration  production,  and consulting services for
      development  work.  Other  research  and  development   expenses  remained
      constant at  approximately  $0.3 million for each of the nine months ended
      September 30, 2005 and September 30, 2004, respectively.

GENERAL AND ADMINISTRATIVE  EXPENSES.  General and  administrative  expenses are
comprised of Related party general and administrative expenses and Other general
and administrative expenses. Total General and administrative expenses increased
approximately $1.9 million to $4.2 million from $2.3 million for the nine months
ended  September 30, 2005 compared to the nine months ended  September 30, 2004,
respectively.

o     Related party general and administrative  expenses are comprised primarily
      of the sublease of office facilities from the Company's major shareholder,
      EKI. During 2005 to date, these expenses have been offset by reimbursement
      by EKI for 50% of the  cost of one of  EarthShell's  administrative  staff
      shared by EKI. Related party general and administrative expenses have been
      negligible  for each of nine  months  ended  September  30, 2005 and 2004,
      respectively.

o     Other general and administrative expenses are comprised of personnel costs
      and directors' fees, travel and direct overhead for marketing, finance and
      administration.  Total general and administrative  expenses increased $1.9
      million  to $4.2  million  from $2.3  million  for the nine  months  ended
      September 30, 2005  compared to the nine months ended  September 30, 2004,
      respectively.  The increase  was due  primarily  to the  engagement  of an
      investor  relations  firm in  March  2005,  resulting  in the  accrual  of
      investor  relations  fees of $.6 million  through  September  30, 2005. In
      addition,  legal fees increased approximately $.3 million due primarily to
      the increase in licensing and financing activities.  Also, the Company has
      accrued  a  penalty  of  approximately  $0.35  million  as a result of the
      Company's  failure to timely file a registration  statement related to the
      debenture  settlements  reached  in late 2004 and has  incurred a currency
      translation loss of $.2 million related to its German subsidiary. Further,
      in June of 2005,  the Company  awarded the  directors  of the Company each
      10,000  restricted  shares of the Company's common stock in recognition of
      the fact that the directors' cash  compensation  during the prior year had
      been   deferred.   The  value  of  these  awards  was   determined  to  be
      approximately $0.15 million and was a non-cash expense. Salaries and wages
      increased   approximately   $0.1   million  due  to  accrual  of  deferred
      compensation   which  was  granted  in  March  2005  in  consideration  of
      reductions in executive salaries in 2004.


                                       10
<PAGE>

INTEREST  EXPENSE.  Interest  expense is  comprised  of Related  party  interest
expense and Other interest expense.

o     Related party interest expense decreased $0.3 million to $0.1 million from
      $0.4 million for the nine months ended  September 30, 2005 compared to the
      nine months ended September 30, 2004, respectively. In 2004, Related party
      interest expense consisted  primarily of interest accruing on $2.7 million
      in notes advanced to the Company by EKI. In the 4th quarter of 2004, these
      loans were  converted to  EarthShell  common stock at $3 per share and the
      accrued  interest  was  converted  to common  stock at $4 per share.  As a
      result,  in 2005,  there has been no  further  accrual  of  related  party
      interest.  However,  during the 2nd  quarter,  the  Company  issued to EKI
      44,387  additional  shares of  EarthShell  common  stock  pursuant  to the
      conversion  agreement entered into in the 4th quarter 2004 wherein accrued
      but unpaid  interest on loans  advanced to the Company  were  converted to
      stock at $4 per share.  The  additional  shares  were issued to reduce the
      conversion  price to $3 per share.  The $.1 million related party interest
      expense recorded in 2nd quarter 2004 is the value of the additional shares
      which was a non-cash  item.  Beginning  in the 4th  quarter  of 2005,  the
      Company expects to begin to accrue related party interest again due to the
      issuance of a new note to EKI for  advances up to $1 million.  (see "Notes
      to the Condensed Consolidated Financial Statements - Financing").

o     Other  interest  expense  decreased $0.2 million to $0.4 million from $0.6
      million for the nine months ended  September 30, 2005 compared to the nine
      months ended September 30, 2004, respectively.  Other interest expense for
      the nine  months  ended  September  30,  2004 was  primarily  composed  of
      accretion of the discount on the 2006  Debentures and interest  accrued on
      the 2006 Debentures. During the 4th quarter 2004, the Company entered into
      agreements  with the  holders of all $6.8  million  outstanding  principal
      amount of its 2006  Debentures to settle its obligations and converted and
      retired the debentures and all accrued but unpaid interest, satisfying its
      obligations  in full.  Subsequent to December 31, 2004,  there is no Other
      interest  expense  for the 2006  Debentures.  In March  2005,  the Company
      entered into new loan  agreements  with Cornell  Capital  Partners.  Other
      interest expense for the nine months ended September 30, 2005 is primarily
      composed of interest and accretion of the discount on the Cornell  Capital
      Partners  promissory  notes.  The  discount on the Cornell  Capital  notes
      accretes at the rate of approximately $.135 per quarter.  Interest expense
      on the Cornell Capital  Partners notes accrue at the rate of approximately
      $.06 per quarter until the notes are paid in full. In addition,  beginning
      in late 2004, the Company entered into payment plans to settle a number of
      aged payable accounts with interest accruing on these accounts.

GAIN ON  SALES  OF  PROPERTY  AND  EQUIPMENT.  The  Company  realized  a gain of
approximately $0.02 million in the nine months ended September 30, 2005 upon the
sale of  non-essential  machine shop  equipment and excess office  furniture and
equipment over their net book value, most of which was fully  depreciated.  This
reflects a decrease of $0.15 million to $0.02 million from $0.17 million for the
nine months ended September 30, 2005 compared to the nine months ended September
30,  2004,  respectively.  The  decrease is due to the fact that the Company was
downsizing through 2004 and disposed of surplus equipment during that period.

PREMIUM  DUE TO  DEBENTURE  DEFAULT.  At  June  30,  2004,  the  Company  was in
non-compliance  with  certain  covenants  of  the  2006  Debentures.  Two of the
debenture  holders,  including the debenture  holder with the largest  ownership
position,  notified  the Company in writing  that the Company was in default and
requested that the Company  repurchase the entire  principal  amount of the 2006
Debentures held at the price specified in the debenture,  along with any accrued
and unpaid interest.  The debenture  contained a provision for repurchase of the
debenture  at a  premium  if the  repurchase  was due to an  event  of  default.
Therefore,  through the third quarter 2004,  the Company  accrued  approximately
$1.7 million of the repurchase  premium specified in the debenture.  This amount
was also included in the current liabilities account "Convertible debentures" of
the September 30, 2004 balance sheet.  The 2006  Debentures  were retired in the
4th quarter of 2004 and no expense is recorded in 2005.

LIQUIDITY AND CAPITAL RESOURCES AT SEPTEMBER 30, 2005

Cash  Flow.  The  Company's  principal  use of cash  for the nine  months  ended
September  30,  2005 was to fund  operations.  Net cash used in  operations  was
approximately  $2.7  million  for the nine  months  ended  September  30,  2005,
compared to $2.3 million for the nine months  ended  September  30, 2004.  As of
September  30,  2005  the  Company  had  cash  and  cash  equivalents   totaling
approximately $0.04 million and a working capital deficit of approximately $11.6
million.  These  factors,  along with others,  indicate  that the Company may be
unable to continue as a going concern for a reasonable period of time.

Capital  Requirements.  The Company made no capital expenditures during the nine
months ended  September 30, 2005.  The Company  expects to expend  approximately
$10,000 in the 4th quarter 2005 for computer equipment.

Sources of Capital.  In March 2005, the Company  entered into a promissory  note
and Security  Agreement with Cornell Capital Partners.  Pursuant to the Security
Agreement,  the Company issued  promissory  notes to Cornell Capital Partners in
the original principal amount of $2.5 million. The $2.5 million was disbursed as
follows:  $1,150,000  was  disbursed  on March 28,  2005 and on May 23, 2005 the
remaining  $1,350,000 was issued in a second closing.  After origination  costs,
the Company realized  approximately $2.1 million of net proceeds. The promissory
notes are  secured by the assets of the  Company  and shares of stock of another
entity pledged by an affiliate of that entity. In addition,  the Company pledged
to the lender  100  shares of Series B  convertible  preferred  stock  which are
convertible  in the event of default into  approximately  $3.3 million shares of
the Company's common stock. The promissory notes have a one-year term and accrue
interest at 12% per year (see  "Notes to the  Condensed  Consolidated  Financial
Statements - Financing").


                                       11
<PAGE>

In connection  with the financing  with Cornell  Capital  Partners,  the Company
issued a warrant to Cornell  Capital  Partners  to  purchase  625,000  shares of
common  stock of the Company.  The warrant  expires on the later of: (a) May 26,
2006 or (b) the date  sixty  days after the date the  $2,500,000  in  promissory
notes issued to Cornell  Capital  Partners are fully repaid.  The warrant has an
exercise price of $4.00 per share of common stock. The first installment payment
on the promissory notes was due on July 25, 2005. In August 2005 Cornell Capital
Partners  agreed to consolidate  the two notes and to defer the  commencement of
repayment   installments  until  October  1,  2005.  In  consideration  of  this
modification  to the promissory  notes,  the Company issued a warrant to Cornell
Capital  Partners to purchase 50,000 shares of common stock of the Company.  The
warrant  expires  on the later of:  (a) May 26,  2006 or (b) the date sixty days
after the date the $2,500,000 in promissory  notes issued to Cornell Capital are
fully  repaid.  The warrant  has an exercise  price of $4.00 per share of common
stock.

Also in March  2005,  the Company  entered  into a Standby  Equity  Distribution
Agreement  with  Cornell  Capital  Partners.  Pursuant  to  the  Standby  Equity
Distribution Agreement, the Company may, at its discretion, periodically sell to
Cornell Capital  Partners shares of common stock for a total aggregate  purchase
price of up to $10.0 million. For each share of common stock purchased under the
Standby Equity  Distribution  Agreement,  Cornell Capital  Partners will pay the
Company 98% of the lowest volume weighted  average price of the Company's common
stock as quoted by Bloomberg, LP on the Over-the-Counter Bulletin Board or other
principal  market on which the  Company's  common stock is traded for the 5 days
immediately  following  the  notice  date.  The price  paid by  Cornell  Capital
Partners  for the  Company's  stock shall be  determined  as of the date of each
individual  request  for  an  advance  under  the  Standby  Equity  Distribution
Agreement.  Cornell  Capital  Partners will also retain 5% of each advance under
the Standby Equity Distribution Agreement.  Cornell Capital Partners' obligation
to purchase  shares of the  Company's  common  stock  under the  Standby  Equity
Distribution Agreement is subject to certain conditions, including the Company's
registration  statement for shares of common stock sold under the Standby Equity
Distribution  Agreement being declared  effective by the Securities and Exchange
Commission  and is limited to $500,000 per weekly  advance.  On June 9, 2005 the
Company  filed a  registration  statement  on Form S-1 with the  Securities  and
Exchange Commission to register the shares of EarthShell common stock underlying
this  transaction.  On  September  27,  2005,  the  registration  statement  was
withdrawn.

In August 2005,  the Company  entered into an agreement  with  EarthShell  Asia,
Limited,  ("EA") in  connection  witht he  granting  of certain  licenses to use
EarthShell  technology for various  applications  in certain ASEAN  territories.
Shortly after executing this letter  agreement,  both the Company and EA decided
to restructure the  transaction.  As part of this  transaction,  the Company may
receive a total of up to $2.6 million from a combination  of prepaid  technology
fees (up to $1.7  million)  and the sale of up to  300,000  shares of its common
stock and one million  warrants to purchase shares of the Company's common stock
at $4 per share.  The  realization  of the full  potential of the  transction is
dependent on the Company successfully  demonstrating the commercial viability of
its technology in certain new  applications.  The Company received %500,000 from
EA as an initial  partial  payment and has agreed to issue 166,667 shares of its
common stock in connection with this payment.  Additional  definitive agreements
have not yet been entered into.

The Company  expects to generate  additional  cash in the remaining part of 2005
through the issuance of debt or equity securities.

The Company  believes that as a result of the $500,000  received from EarthShell
Asia  discussed  above and the $1 million  loan  commitment  from EKI,  of which
$600,000 has been borrowed to date, the Company has  sufficient  capital to fund
its operations  through the year ending December 31, 2005. If the Company is not
successful at generating technology fees during the coming year, the Company may
have to raise  additional  funds to meet its  current  obligations  and to cover
operating  expenses.  If the  Company is not  successful  in raising  additional
capital it may not be able to continue as a going concern.  Management  plans to
address this  potential need by raising cash through either the issuance of debt
or equity  securities.  However,  the  Company  cannot  assure  that  additional
financing  will be  available  to it, or, if  available,  that the terms will be
satisfactory  to it.  Management  will also  continue  in its  efforts to reduce
expenses,  but  cannot  assure  that it will be able to  reduce  expenses  below
current levels.

Off-Balance Sheet Arrangements.  The Company does not have any off-balance sheet
arrangements as of September 30, 2005 and has not entered into any  transactions
involving unconsolidated, limited purpose entities.

SUBSEQUENT EVENTS

On  October  11,  2005,  EarthShell  Corporation,  a Delaware  corporation  (the
"Company")  issued a Promissory  Note (the "Note") to E.  Khashoggi  Industries,
Inc, LLC, a Delaware limited  liability  company ("EKI") in the principal amount
of  $1,000,000.  Under the terms of the Note,  EKI will  advance the Company the
following  sums on the  following  dates,  or a  lesser  amount  as the  Company
requests in writing:

                        Amount            Date of Funding
                        ------            ---------------
                       $350,000           October 12, 2005
                       $250,000           October 31, 2005
                       $250,000           November 30, 2005
                       $150,000           December 31, 2005


                                       12
<PAGE>

Notwithstanding  the funding  schedule  described above, if, on or before any of
the above funding dates, the Company receives a total of $3 million in aggregate
net  cash  proceeds  from  any  combination  of  financing  transaction,  equity
contribution,  sale,  licensing or  sublicensing  of assets or the  provision of
services  (including,  without limitation,  advanced royalty payments,  proceeds
from the sale of the  Company's  common  stock and fees for  technical  services
rendered to third parties,  but excluding any proceeds advanced under the Note),
EKI is not obligated to advance any additional  funds to the Company,  including
the funds that were to be advanced at the next funding date.

Interest  accrues on the  principal  balance of the Note at a variable per annum
rate, as of any date of  determination,  that is equal to the rate  published in
the "Money Rates"  section of The Wall Street Journal as being the "Prime Rate",
compounded monthly. All accrued but unpaid interest and outstanding principal is
due and payable on the earliest to occur of the following:  (i) the second (2nd)
anniversary  of the date of the Note;  (ii) five (5) days following the date the
Company has received $3 million or more in aggregate  net cash proceeds from all
financing transactions,  equity contributions,  and transactions relating to the
sale,  licensing,  sublicensing  or  disposition  of assets or the  provision of
services  (including  advance  royalty  payments,  proceeds from the sale of the
Company's  common stock and fees for  technological  services  rendered to third
parties),  measured  from the date of the Note and not taking  into  account the
proceeds advanced under the Note; or (iii) the occurrence of an Event of Default
(as defined in the Note).

On October 11,  2005,  the Company  entered  into a Debt  Conversion  and Mutual
Release Agreement (the  "Agreement")  with EKI.  Pursuant to the Agreement,  the
Company  and EKI agreed  that a  receivable  in an amount  equal to  $837,145.69
(previously  owed to  bio-Tec  Biologische  Naturverpackunger  GmbH &  Co.KG,  a
wholly-owned subsidiary of EKI ("Biotec"), but which receivable was subsequently
assigned  to EKI) be  converted  into  279,048  shares  of  common  stock of the
Company.  The  conversion  price  equals  $3.00  per  share.  Pursuant  to  this
Agreement,  the Company and EKI  released  each other from any and all claims in
connection with the receivable.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's treasury function controls all decisions and commitments regarding
cash management and financing  arrangements.  Treasury  operations are conducted
within a framework that has been authorized by the board of directors.

The Company is exposed to interest  rate risk on its working  capital loans from
EKI. The working  capital  loans bear interest at prime rate as published in the
Wall Street  Journal.  While generally an increase in market interest rates will
decrease the value of this debt,  and  decreases in rates will have the opposite
effect,  we are unable to estimate  the impact that  interest  rate changes will
have on the value of the substantial majority of this debt as there is no active
public market for this debt.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures.  The Company's Chief Executive
Officer and Chief  Financial  Officer have  evaluated the  effectiveness  of the
Company's  disclosure  controls and procedures (as such term is defined in Rules
13a-15(e) and 15d-15(e)  under the  Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act")) as of the end of the period  covered  by this  quarterly
report on Form 10-Q (the  "Evaluation  Date").  Based on such  evaluation,  such
officers  have  concluded  that,  as  of  the  Evaluation  Date,  the  Company's
disclosure  controls  and  procedures  are not  effective  in ensuring  that (i)
information required to be disclosed by the Company in the reports that it files
or  submits  under the  Exchange  Act is  recorded,  processed,  summarized  and
reported,  within the time  periods  specified  in the SEC's rules and forms and
(ii) information  required to be disclosed by the Company in the reports that it
files or submits under the Exchange Act is accumulated  and  communicated to the
Company's management,  including its principal executive and principal financial
officers,  or persons  performing  similar  functions,  as  appropriate to allow
timely decisions regarding required disclosure.

In arriving at this  determination,  the Company's Chief  Executive  Officer and
Chief  Financial  Officer note, in  particular,  that during the fourth  quarter
2004, the Company's Controller resigned leaving the Company without a sufficient
number of accounting personnel. As a result, the Company has had some difficulty
accumulating and processing material information and disclosing that information
to the public in the time periods  required by the SEC's rules.  As disclosed in
Amendment No. 2 to the  Company's  Annual Report on Form 10-K filed with the SEC
on May 3, 2005, the Company's  assessment of its internal control over financial
reporting identified three material weaknesses, as follows:

o     The Company had inadequate  segregation of critical  duties within each of
      its accounting processes and a lack of sufficient monitoring controls over
      these  processes to mitigate this risk. The  responsibilities  assigned to
      one employee  included  maintaining  the vendor  master  file,  processing
      payables,  creating and voiding checks,  reconciling bank accounts, making
      bank deposits and processing payroll.

o     The departure of the Company's Controller in November 2004 resulted in the
      accounting  and  reporting  functions  being  centralized  under the Chief
      Financial Officer,  with no additional  personnel in the Company having an
      adequate  knowledge of accounting  principles and practices.  As a result,
      certain  transactions had not been recorded in a timely manner and several
      adjustments to the financial  statements that were considered  material to
      the financial  position at December 31, 2004 and results of operations for
      the year then ended were recorded.

o     There were  weaknesses in the Company's  information  technology  controls
      which made the  Company's  financial  data  vulnerable  to error or fraud.
      Specifically,  there was a lack of  documentation  regarding the roles and
      responsibilities  of the IT  function,  lack of  security  management  and
      monitoring and inadequate segregation of duties involving IT functions.

The Company  believes that these  weaknesses in internal  control over financial
reporting  may  have  contributed  to  the   ineffectiveness  of  the  company's
disclosure controls and procedures.

                                       13
<PAGE>

Changes  in  internal  control  over  financial  reporting.  No  changes  in the
Company's  internal  control over financial  reporting have come to management's
attention during the Company's fiscal quarter ended September 30, 2005 that have
materially  affected,  or  are  reasonably  likely  to  materially  affect,  the
Company's internal control over financial  reporting.  However,  in consultation
with its independent  auditors,  as of the date of this report,  the Company has
begun taking the  following  remediation  steps,  among  others,  to enhance its
internal  control over financial  reporting and reduce control  deficiencies  in
general, including the material weaknesses enumerated above:

o     Management has interviewed  multiple  qualified  candidates to perform the
      Controller  responsibilities,  and as of October  31, 2005 has hired a new
      controller.

o     Management has engaged an outside firm, CBIZ Southern California, Inc., to
      perform the  Internal  Audit  functions.  This outside firm reports to the
      Audit Committee of the Board of Directors on a quarterly basis.

o     Management  employs an outside firm,  Visus,  LLC, to monitor and maintain
      the Company's information systems. This group has been directed to develop
      and implement  Company-wide  information  management control procedures in
      consultation  with the  Company's  internal  auditors.  A first  draft was
      completed in July 2005 and it is expected that a final IT controls  policy
      and  procedures  document  will be adopted and  implemented  in the fourth
      quarter 2005.

To date, the Company has expended  approximately  $60,000 towards remediation of
these material weaknesses.


                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Not applicable

ITEM 2. CHANGES IN  SECURITIES,  USE OF PROCEEDS AND ISSUER  PURCHASES OF EQUITY
SECURITIES

Not applicable

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

ITEM 5. OTHER INFORMATION

On May 5,  2005,  the  Company  granted  to its  then-chairman  of the  Board of
Directors (and majority beneficial  stockholder),  Essam Khashoggi, a warrant to
purchase  one million  shares of the  Company's  common stock at $3 per share in
consideration of the  stockholder's  continued  support of the Company since its
inception  and  provision of bridge loans from time to time.  Though the warrant
was  originally  issued  on May 5,  2005,  it was  issued  in error to EKI,  the
Company's largest shareholder,  which is beneficially owned by Mr. Khashoggi. On
August 12,  2005,  the warrant was  canceled and a new warrant was issued in the
name of Mr. Khashoggi.  The terms of the warrant remain  unchanged.  The warrant
expires in May of 2015.

On  September  1, 2005 the Company  elected a new CEO,  Mr.  Vincent J.  Truant,
formerly President and Chief Operating Officer of the Company.  Simon K. Hodson,
the  resigning  CEO  will  continue  to serve as the  chairman  of the  board of
directors.

Effective November 1, 2005, the Company has consolidated its offices, relocating
its corporate  headquarters to Lutherville,  Maryland and closing its California
facilities.


                                       14
<PAGE>

ITEM 6. EXHIBITS

The following documents are filed as a part of this report:

Exhibit
Number   Description
-------  -----------

10.1     Amended and Restated  License  Agreement  between Biotec and EarthShell
         Corporation effective as of 31 August 2005.

10.2     Employment  Agreement  between  EarthShell  Corporation  and Vincent J.
         Truant dated August 26, 2005.

31.1     Certification  of the CEO pursuant to Rules 13a-14 and 15d-14 under the
         Exchange Act, as Adopted Pursuant to Section 302 of the  Sarbanes-Oxley
         Act of 2002.

31.2     Certification  of the CFO pursuant to Rules 13a-14 and 15d-14 under the
         Exchange Act, as Adopted Pursuant to Section 302 of the  Sarbanes-Oxley
         Act of 2002.

32.1     Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002.


                                       15
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the Company has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized August 15, 2005.

November 14, 2005                              EARTHSHELL CORPORATION


                                               By: /s/ D. Scott Houston
                                                   ---------------------------
                                               Name:   D. Scott Houston,
                                               Title:  Chief Financial Officer


                                       16
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>v029165_ex10-1.txt
<TEXT>

                                                                  EXECUTION COPY

                     AMENDED AND RESTATED LICENSE AGREEMENT

THIS AMENDED AND RESTATED LICENSE AGREEMENT (the "Agreement") is made and
entered into effective as of this 31st day of August, 2005 (the "Effective
Date") by bio-tec Biologische Naturverpackungen GmbH & Co. KG, a German limited
liability company ("Biotec KG"), and bio-tec Biologische Naturverpackungen
Forschungs und Entwicklungs GmbH, a German limited liability company ("Biotec
F&E," and, together with Biotec KG, the "Biotec Group"), on the one hand, and
EarthShell Corporation, a Delaware corporation ("EC"), on the other hand, with
reference to the following facts:

                                    RECITALS:

      A. Biotec KG owns or licenses from a third party certain technology and
related intellectual property rights relating to thermoplastic starch/synthetic
bio-polymer blends.

      B. Pursuant to the License and Information Transfer Agreement dated July
29, 2002 among the Biotec Group, an affiliate of the Biotec Group and EC (as
amended, the "Existing License Agreement"), the Biotec Group granted to EC ,
exclusive worldwide license to certain technology and related intellectual
property rights relating to the manufacture of food service disposable products
and EC is currently in the process of commercializing such technology through
the manufacturing and selling, either directly or through sublicensees, food
service disposable products.

      C. In order to preserve its exclusive rights under the Existing License
Agreement, EC heretofore has paid to or for the benefit of the Biotec Group
payments or other consideration having an agreed value of $4.5 million in the
aggregate, which amount is creditable against future royalty payments in
accordance with the terms of the Existing License Agreement. The Biotec Group
and EC desire to provide for this accumulated prepaid royalty amount to be
applied to acquire a royalty-free exclusive license until June 30, 2008 and to
eliminate during such period any minimum payments that EC would be obligated to
make as a condition to maintaining its exclusivity and to otherwise amend and
restate the Existing License Agreement in its entirety on the terms and
conditions hereinafter set forth.

                                   AGREEMENT:

      NOW, THEREFORE, in consideration of the foregoing Recitals, and the mutual
promises and covenants set forth herein, together with other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

1. DEFINITIONS. The capitalized terms used herein shall have the meanings set
forth below:

      (a) The term "Biotec Technology" shall mean all of the technology now
owned or Controlled by Biotec KG (other than Trade Secrets), together with all
Improvements to such technology that are hereafter owned or Controlled by Biotec
KG. This includes the technology (other than Trade Secrets) now owned or
Controlled by Biotec KG relating to thermoplastically processable starch,
destructurized starch, converted starch or other forms of disoriented starch,
including the use of such starch alone or in combination with other materials.
The Biotec Technology includes all existing patent rights of Biotec KG relating
to the foregoing, including without limitation those patents and patent
applications listed on Exhibit A hereto, and any patents covering any such
Improvements that are hereafter owned or Controlled by Biotec KG or any
affiliate thereof (including Biotec F&E).


                                       1
<PAGE>

      (b) The term "Controlled" shall mean, with reference to Technology, the
right of Biotec KG to grant rights and sublicenses with respect thereto to EC
without incurring any obligation owing by Biotec KG to the entity that has
licensed or sublicensed such intellectual property to Biotec KG; provided that,
if Biotec KG elects to sublicense any such intellectual property notwithstanding
that Biotec KG will incur any such obligation, and if a payment of royalties or
other consideration to such entity would be required in connection with the
exercise of any rights sublicensed by Biotec KG to EC hereunder, such
intellectual property shall be deemed not to be controlled by Biotec KG and
sublicensed by Biotec KG hereunder unless EC agrees in writing to be responsible
for all such royalties and consideration payable to such other entity. If such
election is so made by Biotec KG and EC agrees to be so responsible, the
relevant technology will be included in the Technology licensed to EC hereunder.

      (c) The term "Food Service Disposables" shall have the same meaning as is
assigned to that term as set forth in Exhibit "B" hereto.

      (d) The term "Gross Sales" shall mean the gross invoice price of Products
made by EC that it sells during the relevant fiscal period.

      (e) The term "Improvement" shall mean any improvement, refinement or
change, whether patentable or unpatentable and irrespective of whence derived,
relating in whole or in part to the composition, formulation or use of a Product
or the Technology, including any improvement, development or change relating to
a Product.

      (f) The term "License Revenues" shall mean, with respect to the relevant
fiscal period, the aggregate amount of royalties, fees, or other payments or
consideration actually received by EC during such period from the sale or
disposition of Products by any of EC's sublicensees or any other commercial
exploitation by EC's sublicensees of the rights licensed to EC hereunder.

      (g) The term "Modified Atmosphere Packaging Materials" shall mean products
incorporating Biotec materials that are intended to preserve and/or protect food
in circumstances where the atmosphere in contact with the food is contained
and/or altered to preserve and/or protect the food for a period greater than 24
hours.

      (h) The term "Net Sales" shall mean, with respect to Products made by EC
that it sells during the relevant fiscal period, the Gross Sales for such fiscal
period, reduced by (i) cash, trade or quantity discounts actually given by EC;
and (ii) credits actually allowed by EC.

      (i) The term "Novamont License Agreement" means the Patent Cross-License
Agreement dated August 2, 2001 between Biotec KG and E. Khashoggi Industries,
LLC, on the one hand, and Novamont S.p.A., on the other.


                                       2
<PAGE>

      (j) The term "Product" means any product that constitutes a Food Service
Disposable and that incorporates in whole or in part the Technology.

      (k) The term "Retained Food Wrap Products" means products used to wrap
food that incorporate any Technology.

      (l) The term "Retained Biotec Products" means films, products and
processes for producing films and sheets that incorporate, in whole or in part,
the Technology, and Products comprising said films such as bags, excluding any
Food Service Disposables.

      (m) The term "Technology" shall refer collectively to the Biotec
Technology and the Trade Secrets.

      (n) The term "Trade Secrets" shall mean all confidential and proprietary
information and know-how now owned or Controlled by Biotec KG, together with all
Improvements thereto that are hereafter owned or Controlled by Biotec KG. This
includes any such information and know-how that relates to thermoplastically
processable starch, destructurized starch, converted starch or other forms of
disoriented starch, including the use of such starch alone or in combination
with other materials.

2.    DEVELOPMENT PROJECTS.

      2.1  PROVISION OF  SERVICES.

           (a) EC may request the Biotec Group to provide services relating to
design formulation and product development, and research related to compositions
capable of use in Food Service Disposables, methods of using compositions as
Food Service Disposables, and methods of manufacturing Food Service Disposables
(collectively, "Requested Services "). The Biotec Group will use commercially
reasonable efforts to accommodate EarthShell's request for Requested Services
and will negotiate in good faith the terms and conditions thereof, subject to
the Biotec Group's available resources. The Requested Services will be provided
at such locations as the parties may from time to time designate; provided,
however, that Biotec in any case shall be entitled to travel, meal and lodging
expense reimbursement pursuant to Section 2.3 hereof with respect to technical,
scientific and administrative personnel who are required to provide the
Requested Services at locations that require an overnight stay or that are
otherwise sufficiently distant from the personnel's home base to warrant expense
reimbursement under EC's guidelines. (b) All requests for Requested Services
shall be made in a request form to be mutually agreed upon by the parties, which
form (the "Request Form"), at a minimum, shall contain a brief description of
the research and development project and its intended scope, a list of the
deliverables required, the names of any specific personnel requested to work on
the project (subject to their availability), and a proposed timeline and budget
estimating the fees and expenses to be incurred with respect to the project.
Biotec shall indicate its acceptance of the research and development project by
countersigning the Request Form (as the same may be modified by EC to take
account of any changes requested by Biotec and agreed to by EC), subject to
Biotec and EC agreeing to any fixed fee, timeline or other project-specific
requirements that may be applicable in connection with a particular project.
With respect to projects accepted by Biotec in accordance with the foregoing,
Biotec will use commercially reasonable efforts to complete the research and
development project and related Requested Services within the estimated budget


                                       3
<PAGE>

and shall notify EC once it reasonably appears that the budget will be exceeded
by more than 10%. Upon such notification, EC may, at its option, redefine the
scope of the project (including the list of deliverables), terminate the project
or adjust the budget pursuant to a revised Request Form. All Request Forms (and
any modifications thereto) shall be approved by an officer of EC, and EC shall
not be obligated to pay for Requested Services (or related expenses) that are
not so approved (it being understood that such approval may be given in writing
before the rendering of the service or incurrence of the fees in question).

           2.2  FEE FOR REQUESTED SERVICES.

           (a) Following the close of each calendar month, Biotec shall deliver
to EC a written report (the "Report") identifying the Biotec technical or
scientific personnel who provided research and development services requested by
EC at any time during the preceding month, the number of hours spent by each
such person providing such services, together with a brief description of the
services provided, the pro forma hourly billing rate of such personnel (the "Pro
Forma Billing Rate"), and the total amount due Biotec from EC with respect to
all research and development services provided by Biotec personnel during such
month. The Report shall also contain, or Biotec shall otherwise timely provide
to EC, such additional technical information as EC may reasonably request to
determine and evaluate the research and development services provided by Biotec
and the amount due Biotec hereunder. The parties agree and acknowledge that the
Pro Forma Billing Rates are intended to reflect the parties' best estimate of
105% of the actual cost that will be incurred by Biotec in transferring
information or rendering research and development services to EC, which actual
cost shall include all direct expenses (including labor and materials) incurred
by Biotec and an allocable portion of Biotec's indirect expenses (including,
without limitation, an allocable share of overhead and the salaries and
compensation of administrative personnel), plus a 5% markup, but excluding the
direct, out-of-pocket expenses incurred by Biotec and paid to third parties
specifically in connection with Requested Services to EC hereto that are subject
to reimbursement pursuant to Section 2.3 hereof (such actual direct and indirect
costs so incurred by Biotec, increased by the 5% markup, are referred to herein
as the "Services Fee").

           (b) The Pro Forma Billing Rates charged by Biotec to EC and the job
classifications of Biotec's personnel shall be reviewed by the parties on each
anniversary of this Agreement and shall be equitably adjusted to take account of
any increase in the Services Fee, including any increased salaries and/or
employee benefits paid by Biotec to its personnel who provide the Requested
Services (including any related research and development services) to EC
hereunder.

      2.3 Expense Reimbursement. In addition to the Services Fee to be paid by
EC to Biotec pursuant to Section 2.2, EC, in accordance with the budget set
forth in the applicable Request Form, shall reimburse Biotec for all direct,
out-of-pocket expenses incurred by Biotec and paid to third parties specifically
in connection with the provision of Requested Services to EC. Such out-of-pocket
expenses paid to third parties in connection with the provision of Requested
Services shall not include overhead expenses of Biotec (such as general office
expenses of Biotec), and any expenses not specifically allocable to a EC project
or any other similar expenses (which expenses will be reflected in the Pro Forma
Billing Rates). Biotec shall provide EC with such receipts, invoices, other
evidence of out-of-pocket expenses incurred and additional information as EC may
reasonably request in connection with the expense reimbursement provided for
hereunder. Upon the submission of such documentation, EC shall promptly
reimburse Biotec for the items to which Biotec is entitled to reimbursement
hereunder; provided, however, that in no event shall EC be required to reimburse
such expenses more frequently than monthly.


                                       4
<PAGE>

      2.4 Third-Party Review. EC, at its expense, shall have the right, upon
reasonable advance notice and during normal business hours, to review and audit
the records of Biotec that pertain to the Requested Services provided to EC, and
any fees or expenses related thereto that have been invoiced to EC, including
the components of any Services Fees billed to EC pursuant to Section 2.2. Such
review or audit may be performed by EC personnel or by outside professionals
retained by EC for such purposes (provided such outside professionals are
subject to appropriate confidentiality obligations reasonably acceptable to
Biotec). In the event of any dispute between the parties hereto regarding
whether Biotec is entitled to payment hereunder or the amount thereof for any
Requested Services provided or expenses incurred, EC shall promptly remit to
Biotec the undisputed amount and the remaining disputed amount shall be
submitted for decision to a nationally recognized accounting firm mutually
agreeable to the parties (but which shall not then be engaged as the independent
auditors of either EC or Biotec), whose decision shall be final and shall be
binding upon the parties. In making such decision, the accounting firm shall
take into account any other information that it may deem relevant or
appropriate. In the event that such accounting firm is unable to reach a
decision with respect to any disputed matter within sixty days of the date such
matter is submitted, such matter shall be resolved by binding arbitration
pursuant to Section 26. In the event that any Requested Services previously
provided or expenses previously incurred are determined to have been improperly
classified, Biotec shall promptly reimburse EC for the costs of such items, with
interest computed at the prime rate, as published in the Wall Street Journal
(the "Prime Rate"), as adjusted at the end of each fiscal quarter, from the date
the improperly classified payment was made until the date of repayment. Such
reimbursement shall be the sole remedy for such improper classification. If it
is determined that the amount in dispute (or any portion thereof) was properly
charged by Biotec to EC, EC shall promptly reimburse Biotec for the amount
determined to have been properly charged, with interest computed at the Prime
Rate, as adjusted at the end of each fiscal quarter, from the first day of the
calendar month in which the invoice in question was delivered. The fees and
expenses of any accounting firm resolving a dispute under this Section 2.4 shall
be borne (i) by Biotec if the amount awarded to EC exceeds 10% of the total
invoice amount (even though the amount actually in dispute is less than the
total invoice amount), or (ii) by EC if the amount awarded to EC is 10% or less
of the total invoice amount.

      2.5 Late Payments. Any amount payable to Biotec pursuant to this Section 2
which is not disputed in good faith pursuant to Section 2.4 and which is not
paid within thirty (30) days following the invoice date shall bear interest at
the Prime Rate, adjusted at the end of each fiscal quarter, commencing on the
first day of the calendar month during which the invoice is submitted. Under no
circumstance shall Biotec be obligated to transfer any technical information to,
or otherwise perform research and development services for, EC, or to incur any
cost on EC's behalf, if EC is in material default with respect to the payment of
any undisputed amounts hereunder. EC shall not be considered in default under
this Agreement if EC disputes in good faith an amount charged to it by Biotec,
subject to the terms of Section 2.4 hereof.


                                       5
<PAGE>

3.    THE LICENSE.

      (a) Subject to the terms and conditions set forth in this Agreement,
Biotec KG hereby grants to EC an exclusive (even as to Biotec KG, but subject to
(i) the non-exclusive rights heretofore granted by Biotec KG to Novamont S.p.A.
under the Novamont License Agreement and (ii) the rights that are exclusively
reserved to Biotec KG as described in sub-clause (c) below), worldwide license
(the "License") to make, have made, use, sell, offer to sell, export and import
and otherwise commercialize the Products.
(b) During the period from the Effective Date until June 30, 2008 ("Fully-Paid
License Period"), the License shall be royalty-free and EC shall have no royalty
obligations to Biotec KG in connection with the manufacture and sale of Licensed
Products irrespective of the amount Net Sales earned by EC; provided that, after
the expiration of the Fully-Paid License Period, the License will become
royalty-bearing as provided in Section 4.
(c) No license is granted hereunder with respect to the sale of Retained Food
Wrap Products in Europe. For the avoidance of doubt, the License granted
hereunder does not include any rights to sell any Retained Biotec Product or
Retained Food Wrap Product that does not constitute a Food Service Disposable
nor any Modified Atmosphere Packaging Materials (it being agreed EC may not use
the Technology to make, have made, use, sell, offer to sell, export or import
anywhere in the world any Modified Atmosphere Packaging Materials). Subject to
the foregoing, the License is exclusive and is worldwide.

      (d) Notwithstanding the foregoing, in the case of Technology that is
licensed to Biotec KG by a third party that owns such Technology, (i) the rights
granted to EC hereunder shall be exclusive only to the extent that the rights
granted by the owner of such Technology to Biotec KG are exclusive and otherwise
shall be non-exclusive, provided that Biotec KG hereby agrees not to exercise or
to sublicense to another person any such rights sublicensed to EC hereunder; and
(ii) such rights shall be sublicensed hereunder to EC only to the extent such
rights may be practiced or exploited without violating any obligation owed by
Biotec KG to the third party licensor or incurring any obligation to pay
royalties or other compensation to the third party licensor unless EC shall have
agreed to pay all such royalties or other compensation. The License includes the
right to utilize the Technology to make, use, sell or otherwise commercialize
thermoplastic starch/synthetic bio-polymer blends for conversion into the
Products. The License shall not be utilized by EC for any purpose other than to
implement and carry out the development, manufacture, marketing, distribution,
use and sale of the Products in accordance with the terms and conditions set
forth in this Agreement. The License shall be irrevocable except as specifically
provided in this Agreement. Biotec Group represents and warrants to EC that all
patents, patent applications, confidential and proprietary information and
know-how now or hereafter owned by Biotec Group relating to thermoplastically
processable starch, destructurized starch, converted starch or other forms of
disoriented starch, including the use of such starch alone or in combination
with other materials are owned exclusively by Biotec KG and are licensed to
EarthShell hereunder.

      (e) Pursuant to the License, EC shall have the right to grant sublicenses
subject to the written approval of Biotec that shall not be unreasonably
withheld or delayed. No later than five (5) business days prior to entering into
a sublicense agreement, EC shall notify Biotec KG of the proposed sublicense
arrangement, provide Biotec KG with a copy of the proposed sublicense agreement
and provide such additional information as Biotec KG may reasonably request.
Each sublicense shall include provisions that protect Biotec KG's intellectual
property rights (including confidentiality undertakings with respect to the
Trade Secrets) to at least the same extent as the applicable provisions of this
Agreement. EC shall use its best efforts to cause the full and complete
performance by EC's sublicensees of all of such sublicensees' obligations under
sublicense agreements entered into as authorized by this Section.


                                       6
<PAGE>

      (f) Except as set forth herein, EC shall have no right to assign, pledge,
transfer or otherwise hypothecate in any fashion any interest in or rights under
the License, without the prior written consent of Biotec KG, which shall not be
unreasonably withheld or delayed; provided that; any party hereunder shall be
permitted to grant security interests in its rights under this License to secure
favorable loan financing.

      (g) EC and the Biotec Group agree and acknowledge that the License
includes all of the Biotec Group's existing Technology, together with
Improvements thereto, and any other technology relating to thermoplastic
starch/synthetic bio-polymer blends that Biotec hereafter develops or acquires.
To the extent that the Biotec Group, alone or in cooperation with its parent
company, develops new breakthrough technology that is not based on or derived
from Biotec's existing Technology and does not relate to thermoplastic
starch/synthetic bio-polymer blends and that may be applied to Products, such
new breakthrough technology shall not constitute an "Improvement" for purposes
of this Agreement, but EC will be given a right of first refusal with respect to
an exclusive (including as to Biotec) and worldwide license to use such
technology in connection with the manufacture and sale of Products.

      (h) Notwithstanding anything set forth herein to the contrary, commencing
on July 1, 2008, the exclusive rights granted by Biotec under this Agreement are
subject to the continuing payment by EC to Biotec KG, not later than the tenth
(10th) day of each month, of a Royalty pre-payment of One Hundred Thousand
Dollars ($100,000.00) each month (the "Monthly Exclusivity Payment") without
regard to the amount of Royalties thereafter payable by EC pursuant to Section
4. All Monthly Exclusivity Payments made by EC shall be applied against EC's
obligations to pay Royalties, as provided in Section 5(c). Except as provided in
this Section 3(h), the Monthly Exclusivity Payments shall be payable until the
expiration of the last-to-issue patent included in the Technology. If, within
forty-five (45) days following the date on which Biotec KG has provided written
notice to EC of a failure to timely pay the Monthly Exclusivity Payment, EC does
not pay such Monthly Exclusivity Payment, Biotec will have the right, upon
thirty (30) days' prior written notice to EC, to convert the License to a
non-exclusive license, with the effect that Biotec KG would have the right
thereafter to sublicense, license or otherwise grant any person the right to, or
itself, use the Technology or any part thereof to make, have made, use, sell,
offer to sell, import or otherwise commercialize any of the Products.

4.    ROYALTIES.

      In consideration for the grant of the License, commencing on July 1, 2008.
EC shall pay to Biotec KG a royalty (the "Royalty"), payable when and as
provided in Section 5 equal to (i) 25% of License Revenues and (ii) 5% of Net
Sales. Notwithstanding the provisions of this Section 4 hereof, EC shall have no
obligation to pay Royalties in respect of the sale of any Product made after the
date on which the last-to-issue patent included in the Biotec Technology
expires.


                                       7
<PAGE>

5.    PAYMENT OF THE ROYALTY.

      (a) Within thirty (30) days of the last day of each calendar quarter
ending after the end of the Fully-Paid License Period, EC shall pay to Biotec KG
the Royalty payable in respect of all License Revenues and Net Sales received by
EC during such calendar quarter. Each Royalty payment shall be accompanied by a
written report (the "Royalty Report") prepared by EC that shall set forth, for
the period covered by the Royalty Report, the aggregate License Revenues and Net
Sales received by EC during such period.

      (b) All Royalty payments called for by this Agreement shall be paid by EC
in United States dollars to Biotec KG.

      (c) Notwithstanding any provision contained herein to the contrary, no
Royalty shall be payable by EC hereunder except to the extent that the total
accrued Royalties that are payable hereunder exceed the sum of all Monthly
Exclusivity Payments theretofore made by EC under Section 3(h) hereof.

6.    RIGHT TO AUDIT.

      (a) EC shall keep and maintain complete and accurate records concerning
the receipt of License Revenues and Net Sales. Biotec KG or its designated
representative (the "Representative") shall have the right to review those
records of EC that deal with receipt of License Revenues or Net Sales for
purposes of confirming the calculation of the Royalty paid by EC hereunder.

      (b) If EC is ultimately determined to have failed to pay to Biotec KG the
full amount of a Royalty payment actually due hereunder, EC shall promptly pay
the full amount of such discrepancy to Biotec KG, with interest thereon, at the
Prime Rate in effect on the date on which the payment in question should have
been made, from such date until the payment is actually made.

7.    IMPROVEMENTS TO TECHNOLOGY.

        (a) (a) Biotec KG shall own all Improvements made by it and EC shall own
all Improvements made by it, subject to Biotec KG's ownership of the Technology
on which any Improvement is based or from which any Improvement is derived.
Subject to Biotec KG's right to do so, all such Improvements owned by Biotec KG
shall be included in the Biotec Technology licensed hereunder to EC without
additional royalty or other obligation being imposed on EC. .

       (b) In the case of any Improvement that is made jointly by Biotec KG and
EC (a "Joint Improvement"), Biotec KG will own any such Improvements that relate
to materials compositions, EC will own any Joint Improvements that relate to
Food Service Disposable product applications, and Biotec KG and EC will jointly
own any other Joint Improvements., with each having the unrestricted right to
use and exploit such Joint Improvements without any duty to account to the
other.

      (c) Nothing in this Section 7 affects any allocation of intellectual
property rights to which the parties agree in connection with services provided
by Biotec Group to EC under Section 2.


                                       8
<PAGE>

8.    PATENT MATTERS.

      (a) Biotec KG, as to any patentable inventions included in that the Biotec
Technology, shall have the right, in its sole discretion, to (i) affirmatively
seek patent protection for any such invention at its sole cost and expense or
(ii) maintain such invention as a trade secret. Biotec KG, as to all
Improvements that it owns pursuant to the provisions of Section 7, shall have
the right, in its sole discretion, to (i) affirmatively seek patent protection
for any such Improvement at its sole cost and expense or (ii) maintain any
Improvement as a trade secret. The parties will reasonably cooperate in
determining whether to seek patent protection of any Joint Improvements that are
jointly owned.

      (b) Each party shall provide each other party with such assistance as may
be reasonably requested, from time to time, in connection with efforts to seek
patent protection for any Improvement in accordance with Section 8(a), including
the execution of any documents necessary to obtain and maintain such patent
protection; provided, however, that the party responsible for seeking patent
protection shall reimburse such party for any out-of pocket fees and expenses
reasonably incurred by such party in providing such assistance. The Biotec Group
and EC shall conduct, no less frequently than quarterly, periodic technology
review meetings at which the Biotec Group shall provide EC with copies of any
new patents that have issued on any patent applications included in the patents
included in the Biotec Technology since the time of the prior technology review
meeting (if any) and the parties will review (i) the status of the prosecution
of then pending patent applications included in the patents included in the
Biotec Technology, (ii) any Improvements that have been made by either party
since the time of the prior technology review meeting (if applicable) and (iii)
other matters relating to the development of Improvements and the protection and
status of the Technology. I am not sure this is necessary given the constraints

      (c) The Biotec Group shall have no obligation to pay any maintenance fees
and annuities as they become due in respect of any patents included in the
Biotec Technology; provided that, if the Biotec Group elects not to pay or cause
to be paid any such fees or annuities, Biotec KG shall use reasonable efforts to
give written notice of such election to EC before the due date therefor, and EC
shall have the right (but not the obligation) to pay such fees or annuities. If
EC, in its discretion, determines to pay such fees or annuities, the Biotec
Group agrees to assign to EC all of the Biotec Group's right, title and interest
in and to the patents to which such fees or annuities relate for no additional
consideration.

9.    INFRINGEMENT MATTERS.

      (a) The Biotec Group and EC will promptly, and in any event within thirty
(30) days of discovery, notify the other in writing of any apparent infringement
of the Technology which comes to its attention and that involves the Products.
The Biotec Group shall have the sole right, at its sole cost and expense, to
bring suit to enjoin such infringement to the extent it involves an infringing
use of the Technology in any country in which EC does not hold an exclusive
license to the Technology or an infringing use in Europe of the Technology with
respect to Retained Food Wraps Products and to recover damages therefor for its
sole account. EC shall have the sole right, at its sole cost and expense, to
bring suit to enjoin such infringement to the extent it involves an infringing
use of the Technology in any country in which EC holds an exclusive license to
the Technology (it being understood that any action brought in connection with
the infringing use of the Technology with respect to food wrap products in
Europe will be controlled solely by the Biotec Group) and to recover damages
therefor for its sole account..


                                       9
<PAGE>

      (b) In any action brought pursuant to Section 9(a) hereof, the party
initiating the suit (the "Initiating Party") shall select and control counsel
for the prosecution of such suit. The other party hereto (the "Non-Initiating
Party") shall (i) have the right to receive, from time to time, full and
complete information from the Initiating Party concerning the status of such
suit, (ii) have the right, at its own expense, to be represented therein by
counsel in advisory or consultative capacity, and (iii) cooperate fully with the
Initiating Party and provide whatever assistance is reasonably requested by the
Initiating Party in connection with such suit, including the preparation and
signing of documents. If EC is the Initiating Party, EC shall not have the right
to settle any infringement suit described in Section 9(a) hereof, without the
prior written consent of Biotec KG, which consent shall not be unreasonably
withheld or delayed. The costs and expenses, including attorneys' fees, of the
Initiating Party in any action alleging infringement will be borne by the
Initiating Party. In no event, however, will the Non-Initiating Party be
obligated to reimburse the costs and expenses, including attorneys' fees, of the
Initiating Party in an amount in excess of the damages awarded to the
Non-Initiating Party in such action.

      (c) The parties shall promptly notify each other in writing of (i) any
claim by any Person that the use of the Biotec Technology by EC in connection
with the manufacture, use or sale of any Product infringes or violates the
patent, trade secret or other intellectual property rights of such Person in any
country in which Biotec KG holds an unexpired patent containing claims that
cover the Biotec Technology that is alleged to be infringing, and (ii) the
commencement of any lawsuit against either party, or any of their respective
customers, asserting any such claim (an "Infringement Action"). The Biotec Group
shall assume and control the defense of any Infringement Action, at its sole
cost and expense, irrespective of whether any member of the Biotec Group is
named as a defendant therein. If the Biotec Group fails to promptly assume the
defense of any Infringement Action and/or fails to provide EC with any
reasonable assurances that EC may have reasonably requested from the Biotec
Group with respect to the Biotec Group defending such Infringement Action and
performing its related obligations under this Section 9(c), EC may suspend
further Royalty payments to Biotec KG hereunder until such time as the Biotec
Group provides such reasonable assurances or such Infringement Action is
dismissed or otherwise finally resolved. . EC will assist the Biotec Group in
the defense of any infringement Action by providing such information, fact
witnesses and other cooperation as the Biotec Group may request from time to
time; provided that the Biotec Group shall reimburse EC for any out-of-pocket
expenses incurred by EC in connection therewith. EC shall have the right to be
represented in connection with an Infringement Action by its own legal counsel,
at its own expense, provided that such legal counsel will act only in an
advisory capacity. If the Biotec Group does not assume the defense of any
Infringement Action, EC shall have the right, but not the obligation, to assume
the defense of such lawsuit, utilizing legal counsel of its choice. If EC so
assumes the defense of an Infringement Action, (i) EC shall have no right to
settle such Infringement Action unless EC shall have received the prior written
consent of Biotec KG (which shall not be unreasonably withheld or delayed) and
(ii) Biotec KG shall be obligated to reimburse EC for the reasonable attorneys'
fees incurred by EC in connection with EC assuming the defense of an
Infringement Action in which EC ultimately is finally determined not to have
infringed any of the intellectual property rights that are the subject of the
Infringement Action ("Reimbursable Defense Costs"). EC shall offset any
suspended Royalty payments against the Reimbursable Defense Amounts incurred by
EC; provided that, upon the dismissal or other final resolution of any such
Infringement Action, any amount of suspended Royalty payments in excess of the
Reimbursable Defense Costs shall be promptly paid over by EC to Biotec KG. The
obligation of Biotec KG to reimburse EC the amount of any Reimbursable Defense
Costs shall be reduced by any Royalty payments otherwise due to Biotec KG that
were suspended by EC under this Section 9(c).


                                       10
<PAGE>

      (d) If the court, in any Infringement Action, enters a final and
non-appealable order finding that the Technology infringes or violates the
intellectual property of another person and requiring EC (i) to obtain a license
under any third party's patent not licensed hereunder in order to continue with
EC's activities as contemplated by this Agreement, and to pay a royalty or fee
under such license, and the infringement of such patent cannot reasonably be
avoided by EC, or (ii) to pay damages on account of such infringement or
violation, the Biotec Group shall pay the amount of any such fee or royalty
payable and any such damages to the extent that the infringement or violation
found by such court resulted from EC's use of Technology within the scope of the
License granted hereunder.

      (e) Notwithstanding the foregoing, the Biotec Group shall have no
liability under this Section 9 with respect to any third party infringement that
is brought against EC based on Improvements made by EC that are included in the
Technology licensed to EC hereunder.

10. DISCLAIMER OF WARRANTY; NO CONSEQUENTIAL DAMAGES.

      (a) EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO MEMBER OF THE BIOTEC GROUP
MAKES OR GIVES, AND HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL WARRANTIES, WHETHER
EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING BUT NOT LIMITED TO THE WARRANTIES
OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, IN REGARD TO ANY
PRODUCTS WHICH MAY BE MANUFACTURED, USED OR SOLD BY EC AND WHICH ARE BASED UPON
OR UTILIZE ANY OF THE TECHNOLOGY.

      (b) IN NO EVENT SHALL ANY PARTY BE LIABLE TO THE OTHER PARTIES UNDER, OR
IN CONNECTION WITH, THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
PUNITIVE OR CONSEQUENTIAL LOSSES, EXPENSES OR DAMAGE WHATSOEVER, INCLUDING, BUT
NOT LIMITED TO, LOSS OF REVENUE OR PROFITS, INCREASED COSTS OF PRODUCTION,
DAMAGES OR LOSSES AS A RESULT OF SUCH OTHER PARTY'S INABILITY TO OPERATE,
INABILITY TO FULFILL CONTRACTS WITH THIRD PARTIES, OR SIMILAR MATTERS OR EVENTS
ARISING FROM THE USE OR INABILITY TO SELL THE PRODUCTS OR ANY FAILURE TO FULFILL
A PURCHASE ORDER IN A TIMELY FASHION, NOR SHALL ANY PARTY BE LIABLE FOR ANY
LOSS, EXPENSE OR DAMAGE SUFFERED OR INCURRED BY ANY OTHER PARTY AS A RESULT OF
CLAIMS, DEMANDS, SUITS OR OTHER PROCEEDINGS BY ANY OTHER PARTY OR PERSONS,
WHETHER PRIVATE, PUBLIC OR GOVERNMENTAL IN NATURE. The limitations, exclusions
and disclaimers in this Agreement shall apply irrespective of the nature of the
cause of the action or demand, including but not limited to breach of contract,
negligence, tort or any other legal theory and shall survive any breach or
breaches and/or failure of the essential purpose of this Agreement, or any
remedy contained in this Agreement.


                                       11
<PAGE>

      (c) Without limiting the generality of the foregoing provisions of this
Section 7, except as and to the extent otherwise specifically provided herein,
nothing in this Agreement shall be construed as.

           (i) a warranty or representation by the Biotec Group as to the
      validity or scope of any patent licensed hereunder; or

           (ii) a requirement that the Biotec Group shall file any patent
      application, secure any patent or maintain any patent in force; or

           (iii)an obligation to bring or prosecute actions or suits against
      third parties for infringement; or

           (iv) conferring a right to use in advertising, publicity or otherwise
      any trademark or trade name of the Biotec Group; or

           (v) granting by implication, estoppel, or otherwise any license or
      rights under patent or other intellectual property rights of the Biotec
      Group other than the patents and other intellectual property rights
      included in the Technology, to the extent licensed as provided in Section
      3.

11.   [RESERVED]

12. REPRESENTATIONS AND WARRANTIES OF THE BIOTEC GROUP. Each member of the
Biotec Group hereby represents and warrants to EC that:

      (a) Such member is a limited liability company organized, validly existing
and in good standing under the laws Germany . Such member has all requisite
power and authority to own, operate and lease its properties and to carry on its
business as now being conducted, and is duly qualified to do business in every
jurisdiction wherein the nature of the business conducted or the assets owned or
leased by it make such qualification material to the conduct of its business.

      (b) Such member has all requisite power and authority to enter into this
Agreement and to perform its obligations hereunder, in the case of Biotec KG,
including but not limited to the right to license the Technology. This Agreement
has been duly and validly authorized, executed and delivered by such member and,
assuming the due authorization, execution and delivery by EC, is the legal,
valid and binding obligation of such member, enforceable against it in
accordance with its terms, subject only to bankruptcy, insolvency,
reorganization, moratorium and other laws relating to or affecting creditors'
rights generally and to general principles of equity.

      (c) To the best knowledge of such member, no person, firm or entity has
made any claims or threatened, in writing or otherwise, that such member is in
violation of or has infringed any patent, patent license, trade name, trademark,
service mark, brand mark, brand name, copyright, know-how, formula or other
proprietary or trade rights of such third party as they relate to the
Technology. To the best of such member's present knowledge and belief, the use
of the Technology in the manufacture of the Products pursuant to the terms of
this Agreement will not constitute infringement of the proprietary rights of any
third party. .


                                       12
<PAGE>

      (d) To the best knowledge of such member, the execution, delivery and
performance of this Agreement by such member and the consummation by it of the
transactions contemplated hereby will not (i) constitute a violation (with or
without the giving of notice or lapse of time) of any provision of applicable
law, (ii) require any consent, approval or authorization of any person or
governmental authority, (iii) result in a default under, acceleration or
termination of, or the creation in any party of the right to accelerate,
terminate, modify or cancel any agreement, lease, franchise, permit, note or
other restriction, encumbrance, obligation or liability to which such member is
a party or by which it is bound or to which any of its assets are subject, (iv)
result in the creation of any lien or encumbrance upon such member's assets, (v)
conflict with, result in the breach of, or constitute a default under any
provision of such member's bylaws, operating agreement, partnership agreement or
other organizational documents, or (vi) conflict with, result in a tortious
interference as a result of such conflict with, or otherwise violate, any
material contract or arrangement between such member and any other person. The
representation and warranty given in this Section shall not be deemed or
construed to expand or modify the representation and warranty given by such
member in Section 12(c) hereof.

      (e) Neither such member, nor anyone acting on its behalf, has taken any
action relating to any broker, finder, consultant or other expert which could
result in the imposition upon EC of any obligation to pay a fee to any broker,
finder, consultant or similar expert in connection with the transactions
contemplated hereby.

13. REPRESENTATIONS AND WARRANTIES OF EC. EC hereby represents and warrants to
the Biotec Group that:

      (a) EC is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware. EC has all requisite corporate
power and authority to own, operate and lease the properties and to carry on its
business as now being conducted, and is duly qualified to do business in every
jurisdiction wherein the nature of the business conducted or the assets owned or
leased by it make such qualification material to the proper conduct of its
business.

      (b) EC has all requisite corporate power and authority to enter into this
Agreement and to perform its obligations hereunder. This Agreement has been duly
and validly authorized, executed and delivered by EC and, assuming the due
authorization, execution and delivery by the members of the Biotec Group, is a
legal, valid and binding obligation of EC, enforceable against it in accordance
with its terms, subject only to bankruptcy, insolvency, reorganization,
moratorium and other laws relating to or affecting creditors' rights generally
and to general principles of equity.

      (c) To the best knowledge of EC, the execution, delivery and performance
of this Agreement by EC and the consummation by it of the transactions
contemplated hereby will not (i) constitute a violation (with or without the
giving of notice or lapse of time) of any provision of applicable law, (ii)
require any consent, approval or authorization of any person or governmental
authority, (iii) result in a default under, acceleration or termination of, or
the creation in any party of the right to accelerate, terminate, modify or
cancel, any agreement, lease, franchise, permit, note or other restriction,
encumbrance, obligation or liability to which EC is a party or by which it is
bound or to which any of its assets are subject, (iv) result in the creation of
any lien or encumbrance upon EC's assets, (v) conflict with, result in the
breach of, or constitute a default under any provision of EC's Certificate of
Incorporation or Bylaws, or (vi) conflict with, result in tortious interference
as a result of such conflict with, or otherwise violate, any contract or
arrangement between EC and any other person.


                                       13
<PAGE>

      (d) Neither EC, nor anyone acting on its behalf, has taken any action
relating to any broker, finder, consultant or other expert which could result in
the imposition upon the Biotec Group of any obligation to pay a fee to any
broker, finder, consultant or similar expert in connection with the transactions
contemplated hereby.

14.   CONFIDENTIALITY.

      (a) EC acknowledges that the Technology and the Improvements owned by
Biotec, as they may exist from time-to-time, are and shall remain the valuable,
special, unique and proprietary assets of Biotec and shall constitute "Biotec
Confidential Information" hereunder. Any additional information disclosed by the
Biotec Group to EC shall also be deemed to be "Biotec Confidential Information"
hereunder, if (i) the information is in written form and appropriately marked
"Confidential" (or similar designation) at the time of disclosure to EC or
designated as "Confidential" (or similar designation) in writing, within thirty
(30) days of disclosure, (ii) the information is disclosed orally and designated
by a member of the Biotec Group as "Confidential" (or similar designation) at
the time of disclosure and confirmed to EC as "Confidential" (or similar
designation) in writing, by a member of the Biotec Group within thirty (30) days
of such disclosure, or (iii) such information is of a type, or disclosed in such
a manner, that would lead a reasonable person to conclude that the information
is proprietary and/or confidential. Notwithstanding the foregoing, Biotec
Confidential Information shall not include any information or data which EC can
show: (i) is in, or becomes generally known in, the public domain by any means
other than the failure by EC to fulfill its obligations hereunder; or (ii) is
rightfully known to EC at the time of disclosure by the Biotec Group ; or (iii)
is, at any time, disclosed to EC by a third party who has received and disclosed
such information without the breach of any obligation of confidentiality to the
Biotec Group or to any third party. For purposes of this Section 14, information
shall not be deemed to be part of the public domain or in EC's knowledge merely
because it may be embraced in a more general disclosure or simply because it may
be derived from combinations of disclosures or information generally available
to the public or within EC's knowledge. The parties acknowledge that the Biotec
Group's disclosure to EC of Biotec Confidential Information will be necessary in
order to enable EC to utilize the License in the manner contemplated by this
Agreement, and the Biotec Group shall make such disclosures of the Biotec
Confidential Information to EC as the Biotec Group reasonably determines are
necessary, required or appropriate in that regard. The parties acknowledge that
they have a confidential relationship with one another, and accordingly, EC
shall maintain all Biotec Confidential Information disclosed to it pursuant to
this Agreement in confidence and shall not disclose the same to any third party
(with the exception of its sublicensees, employees, accountants, attorneys and
other agents and professional advisors) either during or after the term of this
Agreement unless required to do so by court order or by law, in which case EC
shall notify the Biotec Group, in writing, prior to making such disclosure and
shall cooperate with Biotec to preserve and protect the confidentiality of the
Biotec Confidential Information in question to the fullest extent possible.
Additionally, except as specifically contemplated by this Agreement, EC shall
not utilize any Biotec Confidential Information for its own benefit or for the
benefit of any third party. Prior to making any permitted disclosure of any
Biotec Confidential Information to its sublicensees, employees, accountants,
attorneys and other agents and professional advisors, EC shall require such
persons, firms, or entities to execute and deliver written nondisclosure
agreements which shall obligate such persons, firms and entities to comply with
obligations of confidentiality and nonuse substantially equivalent to those set
forth in this Section.


                                       14
<PAGE>

      (b) From time to time during the term of this Agreement, EC may disclose
to the Biotec Group certain information which EC deems to be proprietary and
confidential, including but not limited to business plans, marketing plans and
financial information (the "EC Confidential Information"). The definition of "EC
Confidential Information," and the Biotec Group's use and disclosure thereof,
shall be governed by terms and conditions identical to those which govern Biotec
Confidential Information, as set forth in Section 14(a) hereof.

15.   TERM AND TERMINATION.

      (a) The term of this Agreement shall commence upon the effective date
hereof. Unless sooner terminated as hereinafter provided, this Agreement shall
continue in full force and effect in the United States until the later of (i)
expiration of the last-to-issue patent covering or included in the Technology or
(ii) the first date on which neither EC nor any of its sublicensees produces a
Product which incorporates any Biotec Confidential Information or any material
Trade Secret which are licensed hereby.

      (b) If either party is in breach of any of its material obligations
hereunder, then the non-breaching party may give the breaching party written
notice of such breach. If such breach is not cured within forty-five (45) days
after the date such written notice is delivered or, if such default cannot be
cured within such forty-five day period but the breaching party has taken action
to cure such default, then if the default is not cured within one hundred eighty
(180) days from the date of the original notice, the non-breaching party shall
have the right immediately to terminate the License by written notice to the
breaching party. The parties agree and acknowledge that the availability of the
foregoing termination right under this Section 15(a) shall not affect any other
right or remedy that may that may be available to the non-breaching party under
this Agreement, at law or in equity.

      (c) This Agreement will automatically terminate upon the occurrence of any
of the following events: (i) a receiver is appointed for EC or all or a
substantial part of its property; (ii) EC makes a general assignment for the
benefit of its creditors; (iii) EC commences, or has commenced against it, a
case under the U.S. Bankruptcy Code or any other case or proceedings under any
bankruptcy, insolvency or debtor's relief law is commenced by or against EC; or
(iv) EC becomes insolvent, is liquidated or dissolved or ceases to operate in
the ordinary course; provided, however, that Biotec KG acknowledges that the
Biotec Technology is "intellectual property" as defined in 11 U.S.C. section
101(35A), and that the License is entitled to the benefits of Bankruptcy Code
section 365(n).

      (d) From and after the effective date of the expiration of the term of
this Agreement or the termination of the License pursuant to Section 15 hereof,
neither EC nor any of its sublicensees shall have any right, whatsoever, to
utilize the Technology or the Trade Secrets licensed to EC under this Agreement.
EC shall return to Biotec KG all copies of Biotec Confidential Information which
is then in the possession of EC, and shall have no right pertinent to this
Agreement to sell any Product which has theretofore been manufactured by EC or
its sublicensees.


                                       15
<PAGE>

      (e) The right of termination under Section 15(b) hereof shall be in
addition to, and not in lieu of, all other rights and remedies the terminating
party may have under this Agreement, at law or in equity.

      (f) The obligations concerning confidentiality set forth in Section 8
hereof and to pay any accrued but unpaid royalties and Services Fees any other
compensation or payments due to Biotec KG or the other members of the Biotec
Group shall survive the expiration and termination of the License. (g)
Notwithstanding any provision in this Agreement to the contrary, if this
Agreement is terminated pursuant to Section 15(b) or (c) other than a
termination pursuant to Section 15(b) by reason of a breach by EC of any of its
material obligations hereunder, then, following such termination, EC and any
sublicensee thereof shall be permitted to sell any remaining inventory of
Products on-hand at the time of such termination. (h) Notwithstanding any
provision in this Agreement to the contrary, EC shall have the right, upon
thirty (30) days prior written notice to Biotec KG to terminate this Agreement
for convenience.

16. MARKING AND UNITED STATES EXPORT CONTROL.

      (a) Where technically feasible, EC shall mark, or shall cause its
sublicensees to mark, the Products and related documents with the applicable
United States patent numbers, as required by applicable law, or as reasonably
instructed by Biotec KG.

      (b) EC shall comply with all applicable laws, rules and regulations of the
United States, including but not limited to the Export Regulations of the United
States Department of Commerce, in connection with the direct or indirect export
of any of the Technology or the Products. EC acknowledges that the Biotec Group
has not made and does not make any representation that any license is or is not
required in connection with such export or, if required, that such license will
be issued by the United States Department of Commerce.

17. SPECIAL TAX PROVISIONS. EC (or its sublicensees or customers) shall be
solely responsible for the payment and discharge of any taxes, duties, or
withholdings relating to any transaction of EC or its sublicensees in connection
with the manufacture, use, sale, license or commercialization in any country of
the Products; except that the Biotec Group shall be responsible for any taxes,
duties or withholding relating to any payment made to any member of the Biotec
Group under this Agreement and EC shall be permitted to make any withholding
with respect to such payments and fees required by law or regulation.

18. EQUITABLE RELIEF. A breach or default by EC of the provisions of Section 14
hereof shall cause the Biotec Group to suffer irreparable harm and, in such
event, the Biotec Group shall be entitled, as a matter of right, to a
restraining order and other injunctive relief from any court of competent
jurisdiction, restraining any further violation thereof by EC, its officers,
agents, servants, employees, and those persons in active concert or
participation with them. The right to a restraining order or other injunctive
relief shall be supplemental to any other right or remedy the Biotec Group may
have, including, without limitation, the recovery of additional damages for the
breach or default of any of the terms of this Agreement.


                                       16
<PAGE>

19. RELATIONSHIP OF THE PARTIES. This Agreement shall not create any
partnership, joint venture or similar relationship between the parties hereto
and no representations to the contrary shall be made by either party. No party
shall have any authority to act for or on behalf of or to bind any other party
in any fashion (except that Biotec KG may bind any member of the Biotec Group),
and no representations to the contrary shall be made by any party.

20. NOTICES. Any notice which is required or permitted to be given to a party to
this Agreement shall be deemed to have been given only if such notice is reduced
to writing and delivered personally, or by United States mail with postage
prepaid and return receipt requested, or by telecopier (FAX) transmission,
confirmed by letter, or by reputable overnight courier (pursuant to instructions
requiring next day delivery) to the party in question as set forth below:

            The Biotec Group:   Biotec KGWerner-Heisenberg-Str. 32
                                46446 Emmerich
                                Germany

                                P.O. Box 10 02
                                46422 Emmerich
                                Germany
                                Fax:  +49 2822 51840

                                Attention: Harald Schmidt, Managing Director


            EC:                 EarthShell Corporation
                                3916 State Street #110
                                Santa Barbara, California  93105
                                Attention:  Chief Financial Officer
                                Fax: (805) 563-7594

      Either party may change its address by giving notice of such change in the
manner set forth herein. If delivered personally, a notice shall be deemed
delivered when actually received at the address specified herein. Any notice
given to a party by mail shall be deemed delivered three (3) days following the
date upon which it is deposited in the mail, with postage prepaid and return
receipt requested. Any notice given to a party by FAX shall be deemed delivered
on the date it is actually transmitted to the party in question at the FAX
number specified above. Any notice given to a party by overnight courier shall
be deemed delivered on the first business day following the date it is placed in
the possession of such courier.

21. ASSIGNMENT. The Agreement may not be assigned by EC or any member of the
Biotec Group without the prior written consent of Biotec KG or EC, as
applicable; provided, however, that EC and each member of the Biotec Group shall
be permitted to assign, without the consent of any other party, all, but not
less than all, of its rights, duties and obligations under this Agreement in
connection with the sale of its entire or substantially its entire business,
whether by merger, consolidation, sale of stock or equity interest, sale of all
or substantially all assets or otherwise.


                                       17
<PAGE>

22. ENTIRE AGREEMENT. This Agreement supersedes any prior understandings or
agreements, whether written or oral, and any contemporaneous oral agreements,
between the parties hereto in regard to the subject matter hereof and contains
the entire agreement between the parties in regard to the subject matter hereof,
including the Existing License Agreement, which is terminated effective upon the
execution and delivery of this Agreement without further liability to any party
thereunder. This Agreement may not be changed or modified orally, but only by an
agreement, in writing, signed by both the parties hereto.

23. SAVINGS CLAUSE. Should any part or provision of this Agreement be rendered
or declared invalid by reason of any law or by decree of a court of competent
jurisdiction, the invalidation of such part or provision of this Agreement shall
not invalidate the remaining parts or provisions hereof, and the remaining parts
and provisions of this Agreement shall remain in full force and effect.

24. WAIVER. Neither the failure or delay on the part of either party to exercise
any right, power or privilege hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or privilege preclude any
other or further exercise thereof or of any other right or privilege.

25. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without giving effect to
the choice of law rules thereof.

26. RESOLUTION OF DISPUTES.

      (a) In the event of a breach of this Agreement, or a dispute as to the
meaning of this Agreement, or any of its terms which the parties cannot resolve
by themselves amicably, the parties agree to submit such dispute to resolution
in the manner hereinafter described. First, the parties shall endeavor to
resolve the dispute through the use of an acceptable alternative dispute
resolution procedure. If, within thirty (30) days after one party notifies the
other in writing of the existence of a dispute which it desires to be resolved
under this Section, the parties have not agreed upon an acceptable alternative
dispute resolution procedure, then the matter shall be resolved by arbitration
as set forth below and according to the rules of the American Arbitration
Association, except as herein modified by the parties. Unless otherwise agreed
to in writing, all alternative dispute resolutions or arbitration hearings will
be held in Santa Barbara, California.

      (b) The parties shall cooperate and use their respective best efforts to
encourage compliance with the following time periods: (i) within ten (10) days
after the failure to agree to an acceptable alternative dispute resolution
procedure, each party will select an arbitrator, and notify the other party of
its selection; (ii) within fifteen (15) days after such notice, the respective
arbitrators will select a third arbitrator as Chairman of the panel; (iii) a
hearing by the arbitration panel shall be held within thirty (30) days after the
selection of the Chairman; and (iv) a majority decision and resolution shall be
reached within thirty (30) days of such hearing. Decisions of the panel must be
in writing and will be final and binding on the parties, and judgment may be
entered thereon by any court having jurisdiction of the parties.


                                       18
<PAGE>

      (c) Each party shall bear its own costs of presenting its case in an
alternative dispute resolution procedure, or arbitration, as the case may be.

27.   FORCE MAJEURE.

      (a) The failure of either party to perform its obligations under this
Agreement (except the obligation to make payments) shall not subject such party
to any liability to the other or subject this Agreement to termination if such
failure is caused by acts such as, but not limited to, acts of God, earthquake,
explosion, flood, drought, war, riot, sabotage, embargo, compliance with any
order or regulation of any governmental entity acting with color of right,
intervention or delays created by any regulatory authority, or by any other
similar cause beyond the reasonable control of the parties. The party so
affected shall promptly notify the other party of the event of force majeure,
and shall use all reasonable efforts to remove such event as soon as reasonably
practicable.

      (b) Notwithstanding the provisions of Section 27(a) hereof, should either
party be prevented from performing its obligations hereunder for a period of six
(6) months as a result of an event of force majeure, then upon the expiration of
such six (6) month period, the other party may terminate this Agreement upon
thirty (30) days notice to the non-performing party, and both parties shall be
relived from all duties and obligations under this Agreement, except as
otherwise provided in Section 15 hereof.

28. TIME OF ESSENCE. The parties acknowledge that time is of the essence in
regard to every provision of this Agreement.

29. COUNTERPARTS. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

30. TERMINOLOGY. As used in this Agreement, the singular shall include the
plural and the plural shall include the singular. Titles of sections and
paragraphs in this Agreement are for convenience only, and neither limit nor
amplify the provisions of the Agreement, and all references in this Agreement to
a section or Section shall refer to the corresponding section or Section of this
Agreement unless specific reference is made to the sections of another document
or instrument.

31. EFFECT OF BANKRUPTCY PROCEEDINGS. EC agrees that, if for any reason it
becomes a debtor in a case under the U. S. Bankruptcy Code, this Agreement,
pursuant to Section 365(c)(1) of the U. S. Bankruptcy Code, is not, and shall
not be, assumable under Section 365 of the U.S. Bankruptcy Code, it being agreed
and acknowledged that applicable patent law would excuse Biotec from accepting
performance from or rendering performance to any entity other than EC, whether
or not this Agreement prohibited or restricted assignment of rights or
delegation of duties. Accordingly, as provided in Section 15(c) hereof, this
Agreement, pursuant to Section 365(e)(2) of the U. S. Bankruptcy Code, will
automatically terminate upon EC becoming a debtor in a case under the U. S.
Bankruptcy Code, notwithstanding the provisions of Section 365(e)(1) of the U.
S. Bankruptcy Code.


                                       19
<PAGE>

      IN WITNESS WHEREOF, the parties have caused this Amended and Restated
License Agreement dated August 31, 2005 to be executed and delivered by their
duly authorized representatives upon the date first herein written.

                     BIO-TEC BIOLOGISCHE NATURVERPACKUNGEN GMBH &
                     CO. KG


                     By:
                        -------------------------------------------

                     Title:
                           ----------------------------------------

                     BIO-TEC BIOLOGISCHE NATURVERPACKUNGEN
                     FORSCHUNGS UND ENTWICKLUNGS GMBH



                     By:
                        -------------------------------------------

                     Title:
                           ----------------------------------------



                     EARTHSHELL CORPORATION



                     By:
                        -------------------------------------------

                     Title:
                           ----------------------------------------



                                       20
<PAGE>



                                    EXHIBIT A
                    OF BIOTEC - EARTHSHELL LICENSE AGREEMENT

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
   EUROPEAN       US PATENT/                                                         WNS FILE       BIOTEC
  PATENT NO.    APPLICATION NO.                       TITLE                                          FILE
--------------------------------------------------------------------------------------------------------------
<S>                <C>          <C>                                               <C>            <C>
   0 397 819       5,362,777    Thermoplastically processable starch and a        11527.309      2 TSW
                                method of making it
--------------------------------------------------------------------------------------------------------------
   0 479 964         6,242,102  Single or multilayer foil, having a layer         11527.321      6 TSW
                 containing thermoplastically processable starch
--------------------------------------------------------------------------------------------------------------
   0 537 657       5,415,827    Process for improving the mechanical properties   11527.315      7 TSW
                                of single- or multi-ply sheets
--------------------------------------------------------------------------------------------------------------
   0 539 544       5,314,934    Polymer mixture for producing films               11527.314      8 TSW
--------------------------------------------------------------------------------------------------------------
   0 542 155       5,280,055    Biodegradable mould material                      11527.313      9 TSW
--------------------------------------------------------------------------------------------------------------
   0 596 437       5,844,023    Biologically degradable polymer mixture           11527.320      10 TSW
                   6,214,907                                                      11527.310
--------------------------------------------------------------------------------------------------------------
   0 711 322       5,705,536    Foamed starch polymer                             11527.318      11 TSW
--------------------------------------------------------------------------------------------------------------
   0 711 324       5,663,216    Reinforced biodegradable polymer                  11527.317      12 TSW
--------------------------------------------------------------------------------------------------------------
  96905977.3       6,096,809    Biologically degradable polymer mixture           11527.312      13 TSW
--------------------------------------------------------------------------------------------------------------
  96905977.3       6,235,816    Compositions and methods for manufacturing        11527.312.1    13 TSW
                                thermoplastic starch blends
--------------------------------------------------------------------------------------------------------------
   0 799 335           ?        Technical and non-technical textile products and  11527.322      14 TSW
                                packaging materials
--------------------------------------------------------------------------------------------------------------
   0 906 367       6,235,815    Biodegradable material essentially consisting     11527.323      15 TSW
                                of, or based on, thermoplastic starch
--------------------------------------------------------------------------------------------------------------
   0 917 540       6,117,925    Thermoplastic processable starch or starch        11527.324      16 TSW
                                derivative polymer mixtures
--------------------------------------------------------------------------------------------------------------
  99923786.0      09/719,951    Foamed thermoplastic film made from               11527.350      22 TSW
                                biodegradable materials
--------------------------------------------------------------------------------------------------------------
   0 702 698       6,136,097    Process for producing thermoplastic starch        11527.325      1 V
--------------------------------------------------------------------------------------------------------------
   0 700 329       5,770,137    Method for preparing composite materials from     11527.319      13 V
                                renewable raw materials
--------------------------------------------------------------------------------------------------------------
   0 779 909       5,897,944    Molded part made of starch foamed material        11527.329      18 V
--------------------------------------------------------------------------------------------------------------
   0 781 199       5,910,350    Starch foam panel                                 11527.328      19 V
--------------------------------------------------------------------------------------------------------------
      ./.          6,231,970    Thermoplastic starch compositions incorporating   11527.267.1    2 WNS
                                an inorganic filler component
--------------------------------------------------------------------------------------------------------------
      ./.         09/648,471    Biodegradable polymer films and sheets suitable   11527.343      1 WNS
                                for use as laminate coatings as well as wraps
                                and other packaging materials
--------------------------------------------------------------------------------------------------------------
      ./.              ?        Biodegradable polymer blends for use in making    11527.354      3 WNS
                                films, sheets and other articles of manufacture
--------------------------------------------------------------------------------------------------------------
      ./.              ?        Biodegradable films and sheets for use as         11527.355      4 WNS
                                coatings, wraps and packaging materials
--------------------------------------------------------------------------------------------------------------
</TABLE>


                                       21
<PAGE>

                                   EXHIBIT "B"
             DEFINITION OF FOOD SERVICE DISPOSABLE
             [EXCERPTS FROM AMENDED AND RESTATED LICENSE AGREEMENT,
          DATED FEBRUARY 28, 1995, BETWEEN E. KHASHOGGI INDUSTRIES, LLC
                               AND EC, AS AMENDED]



1(a) The term "Food Service Disposables" shall mean any disposable, single use
product, container, apparatus, device or equipment for packaging, storing,
portioning, serving or dispensing food or beverages intended for consumption
within a short period of time (less than twenty four hours), which incorporate
in whole or in part any portion of the Technology and, to the extent not
otherwise excepted or excluded, are encompassed in those items included within
the scope of the Disposal Product Categories set forth in the Clinton Associates
1994 DISTRAK Five study of Disposables Utilization in Food Services Segments
(hereinafter referred to as the "DISTRAK V Study"), including all products
specifically set forth therein. Any product that has substantially the same
shape, composition, mixture and functional properties as a product within the
scope of the definition of Food Service Disposables shall be considered within
the scope of such definition no matter the manner in which that product is used,
unless expressly excepted below. Notwithstanding any other provision of this
Agreement, the parties agree that the following items shall not be within the
scope of the definition of "Food Service Disposables" or otherwise licensed
under this Agreement: (i) sealed containers for the long-term storage of liquids
whether for single or multiple portions (e.g., soft drink cans, milk cartons,
sealed juice or drink containers), except that single service (e.g., 16 ounces
or less) milk-containing cartons shall be within the scope of Food Service
Disposables; (ii) boxes or containers for the long-term storage of single or
multiple servings of foods or which are designed to extend the shelf life of
foods beyond same-day consumption (e.g., dry cereals boxes, egg cartons,
prepackaged frozen food containers and packaging, dairy product containers,
produce containers, condiment packaging, and meat and deli trays); (iii) aseptic
or sealed packaging; (iv) all secondary packaging (e.g., corrugated containers
and paper bags); and (v) wrapping products for consumer use. By way of
illustration, Exhibit "F" hereto provides a noncomprehensive, noninclusive list
of items within the definition of "Food Service Disposables" hereunder and also
a noncomprehensive, noninclusive list of items that fall outside the definition
of "Food Service Disposables" hereunder. Exhibit "F" hereto shall control in the
event of any conflict between it and the DISTRAK V Study. In the event of any
disagreement between the parties whether a particular item not listed in Exhibit
"F" hereto is within or without the definition of Food Service Disposables, the
parties may submit the matter to arbitration pursuant to the provisions of
paragraph 29. The parties hereby agree that, if available, Clinton Associates
shall act as arbiter in any arbitration proceeding involving a dispute as to the
definition of Food Service Disposable.


                                       22
<PAGE>

                                   EXHIBIT "F"

      ILLUSTRATIVE LIST OF DISPOSABLE, SINGLE USE FOOD SERVICE DISPOSABLES


Examples of Items within the Definition of "Food Service Disposables":

Bags                                o   for carry out of food purchased in
                                        food service disposable packages,
                                        with or without handles

Beverage containers                 o   Hot and/or cold beverage
                                    o   May or may not be insulating
                                    o   With or without handles. Includes
                                         collectables that are disposable/
                                        reusable
                                    o   Malt mixing collars
                                    o   Single service milk-containing cartons
                                        (16 oz. or less)

Beverage Container Lids             All types, including
                                    o   no spill
                                    o   domed
                                    o   sippers

Bowls                               All shapes, sizes

Cutlery (including                  o   knife, fork, spoon
Sticks/Skewers)                     o   large serving utensils
                                    o   chopsticks
                                    o   hors d'ouvers picks o
                                    o   popsicle sticks
                                    o   corndog sticks
                                    o   shish-kabob skewers
                                    o    tooth picks
                                    o   steak markers

Food Containers                     tubs used for:
                                    o   popcorn
                                    o   deli salads
                                    o   takeout anything
                                    o   ice cream
                                    o   chicken buckets

Portion cups (souffle cups)         o   sauces
                                    o   condiments
                                    o   butter
                                    o   candies
                                    o   side orders
                                    o   pills, medications


                                       23
<PAGE>

Trays used for:                     o   french fries
                                    o   nachos
                                    o   tacos
                                    o   burritos
                                    o   snacks
                                    o   hot dogs
                                    o   meal service
                                    o   vending
                                    o   single or multi-compartments

Boxes as used for:                  o   fry scoops
                                    o   popcorn
                                    o   chinese takeout
                                    o   kid's fun meal
                                    o   candy (vending)
                                    o   pie wedges
                                    o   bulky meals, pies, single compartment
                                    o   multi-compartment meals

Boats as used for:                  o   egg rolls
                                    o   ice cream sundaes
                                    o   hot dogs, chili dogs
                                    o   hoagies, sub sandwiches
                                    o   chicken fingers
                                    o   baked potatoes

Cones                               o   snow cones
                                    o   ice cream cone holders
                                    o   foods

Food Container Lids                 All kinds

Hinged                              Lid Containers Clamshells type boxes for
                                    specialty or general food portion or meal
                                    carryout such as:
                                    o   hamburgers
                                    o   chicken nuggets
                                    o   salads
                                    o   single or multi-portion meals
                                    o   with or without multiple compartments

Napkins                             All kinds

Plates/Platters                     o   All shapes, including round
                                    o   oval
                                    o   rectangular
                                    o   deep
                                    o   with or without compartments
                                    o   individual portion or serving sized
                                    o   cake/pie plates


                                       24
<PAGE>

Plates/Platters Lids All types including domed, insulating, etc.

Placemats/Table Covers              o   placemats
                                    o   tray liners
                                    o   doilies
                                    o   menus
                                    o   table covers

Serving Dishes                      o   pitchers
                                    o   catering trays
                                    o   casserole dishes
                                    o   chafing/steam table dishes

Straws/Stirrers                     o   drinking straws
                                    o   puncture straws
                                    o   stirring straws/sticks

Wraps                               Wraps of all kinds, for all kinds of foods:
                                    o   burger/hot dog wraps
                                    o   pizza sheets
                                    o   doggie bags/wraps
                                    o   popcorn/snack bags
                                    o   french fry sleeves
                                    o   sandwich bags



                                       25
<PAGE>


Outside the Definition of "Food Service Disposables":

Baking                              o   pie/cake tins
                                    o   muffin/eclair tins
                                    o   muffin/eclair cups
                                    o   fluted pan liners
                                    o   cake circles/squares
                                    o   loaf pans
                                    o   bundt pans
                                    o   casseroles
                                    o   cookie/cake sheets
                                    o   cake decorating triangles

Single or Multiple Portion          o   cereal boxes/bowls
Packaged Foods                      o   sealed yogurt/desert cups
                                    o   sealed soups, stews, chili, pasta
                                    o   condiment packs (salt, pepper, catsup,
                                        salsa, relish, etc.)
                                    o   sealed frozen food containers
                                    o   egg cartons
                                    o   dairy product containers

                                    o   produce containers
                                    o   meat & deli trays

Wraps                               o   freezer papers
                                    o   bakery papers
                                    o   candy bar wrappers

Aeseptic or Sealed
Packaging

Secondary Packaging                 o   corrugated containers
                                    o   paper bags

Sealed Containers for               o   soft drink cans
Long Term Storage                   o   milk cartons
of Liquids                          o   sealed juice or drink containers


                                       26



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>v029165_ex10-2.txt
<TEXT>
                                                                  EXECUTION COPY

                                  Exhibit 10.2

                              EMPLOYMENT AGREEMENT
                                     BETWEEN
                             EARTHSHELL CORPORATION
                                       AND
                                VINCENT J. TRUANT

      This Employment Agreement (the "Agreement") is entered into as of August
26, 2005 by and between EarthShell Corporation, a Delaware corporation with its
principal office located in Santa Barbara, California (the "Company"), and
Vincent J. Truant, an individual ("Executive").

                                    AGREEMENT

      1. Services Provided to the Company. Commencing as of September 1, 2005
("Start Date"), Executive shall be employed by the Company as its President and
Chief Executive Officer, and Executive agrees to such employment. During the
term of this Agreement, Employee shall devote all of his regular working hours
to the business and welfare of the Company.. Executive, however, may spend a
reasonable amount of time with respect to charitable and civic activities
(including serving on the board of directors of charitable organizations) and
may make personal investments or conduct private business affairs to the extent
that such activities do not materially interfere with the services required
under this Agreement.

      2. Compensation to Executive.

            (a) Base Salary. During the term of this Agreement, the Company
shall pay to Executive a base salary in the amount of $400,000 per annum,
payable in accordance with the normal payment pattern of the Company, not to be
less frequently than monthly. The Base Salary shall commence to accrue on the
Start Date.

            (b) Stock Options. The Company shall grant to Executive options to
acquire 350,000 shares of the Company's common stock at an exercise price equal
to the market price per share of the Company's common stock at the close of
trading on August 26, 2005. 200,000 of these options shall vest when the Company
operates on a "break-even" basis (i.e., without operating losses) for three
consecutive months and appears able to sustain such operating results in the
reasonable judgment of the Compensation Committee. The balance of 150,000 of
these options shall vest one year after the Start Date.

            (c) Additional Compensation. Executive shall be entitled to receive
(i) an annual bonus in an amount up to one year's base salary provided that the
financial and other milestones set forth in Schedule A to this Agreement are met
by the Company and Executive, and (ii) additional stock options or restricted
stock under such terms and conditions as are determined in the future by the
Compensation Committee of the Board of Directors in its sole discretion. In
making its determination, the Compensation Committee shall consider, among other
things, the annual financial results of the Company, meeting critical milestones
on the business plan and Executive's contributions thereto.

<PAGE>

      3. Employee Benefits. The Company shall provide to Executive each of the
following benefits:

            (a) Business Expenses_ The Company shall pay or reimburse Executive
for all reasonable out-of-pocket expenses incurred by Executive in the course of
providing his services hereunder and which are consistent with the Company's
expense reimbursement guidelines or policies, including a car allowance of
$1,000 per month. Such reimbursement shall be made by the Company within thirty
(30) days after receipt of a statement therefor from Executive setting forth in
reasonable detail the expenses for which reimbursement is requested, accompanied
by reasonable documentation evidencing such expenses.

            (b) Insurance Coverage and Benefits. Beginning on the Start Date,
the Company shall provide Executive, at the Company's expense, coverage under
the major medical, hospitalization, disability, life and other insurance
programs maintained by the Company for its officers generally, or if none is
made for its officers generally, its employees generally, including any benefit
plans that are provided by the Company subsequent to the date of this Agreement.
In addition, Executive shall receive on the Start Date all other
Company-provided benefits, including sick pay benefits, that are, from time to
time, made available by the Company to its officers generally or, if not made to
its officers generally, its employees generally. Executive shall be entitled to
four weeks paid vacation each year.

      4. Termination. Executive's employment hereunder may be terminated upon
thirty (30) days written notice by Executive or the Company, provided that if
Company terminates Executive's employment for other than cause, (i) Executive
shall be entitled to severance pay equal to 100% of his annual base salary which
will be paid no later than sixty (60) days after termination and (ii) all of
Executive's unvested stock options shall vest immediately and shall remain
exercisable for a period of ninety (90) days from the date of termination.
Notwithstanding the foregoing, Executive shall not be entitled to any severance
payment or any vesting of his unvested stock options if his employment shall be
terminated for cause. Cause means the occurrence of any of the following events:
(i) willful and continued failure (to include such failure due to (a) death or
(b) disability for a consecutive period of ninety (90) days or more) by the
Executive to substantially perform his duties with the Company; provided,
however, that the Executive must be notified by the Company of any such failure
to perform his duties and shall have thirty (30) days from the date of such
notice to cure such failure, (ii) any act by the Executive of fraud,
misappropriation, dishonesty, embezzlement or similar conduct against the
Company; or (iii) indictment or conviction of the Executive for a felony or any
other crime involving moral turpitude.

      5. Confidential and Proprietary Information. Executive agrees to execute
and deliver to the Company its standard non-disclosure agreement with respect to
the Company's confidential and proprietary information. Such agreement shall be
effective as of the Start Date.


                                       2
<PAGE>

      6. General Provisions.

            (a) Notices. Any notice to be given pursuant to this Agreement shall
be in writing and, in the absence of receipted hand delivery, shall be deemed
duly given when mailed, if the same shall be sent by certified or registered
mail, return receipt requested, or by a nationally recognized overnight courier,
and the mailing date shall be deemed the date from which all time periods
pertaining to a date of notice shall run. Notices shall be addressed to the
parties at the following addresses:

      If to the Company, to:  EarthShell Corporation
                              3916 State Street, Suite 110
                              Santa Barbara, California 93105
                              Attention:  Chairman of the Board

      If to Executive, to:    Vincent J. Truant
                              1537 Charmuth Road
                              Lutherville, Maryland 21093

            (b) Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the Company and any successors whether by merger,
consolidation, transfer of substantially all assets or similar transaction, and
it shall be binding upon and shall inure to the benefit of Executive and his
heirs and legal representatives. This Agreement is personal to Executive and
shall not be assignable by Executive.

            (c) Waiver of Breach. The waiver by the Company or Executive of a
breach of any provision of this Agreement by the other shall not operate or be
construed as a waiver of any subsequent breach by the other.

            (d) Entire Agreement/Amendment. This Agreement shall constitute the
entire agreement between the parties hereto with respect to the subject matter
hereof, and shall supersede all previous oral and written and all
contemporaneous oral negotiations, commitments, agreements and understandings
relating hereto. Any amendment to this Agreement shall be effective only if it
is in writing and signed by the parties to this Agreement.

            (e) Applicable Law. The validity of this Agreement and the
interpretation and performance of all of its terms shall be construed and
enforced in accordance with the laws of the State of California without
reference to choice or conflict of law principles.

            (f) Severability. Any provision of this Agreement that is deemed
invalid, illegal or unenforceable in any jurisdiction shall, as to that
jurisdiction and subject to this paragraph, be ineffective to the extent of such
invalidity, illegality or unenforceability, without affecting in any way the
remaining provisions hereof in such jurisdiction or rendering that or any other
provision of this Agreement invalid, illegal or unenforceable in any other
jurisdiction. If any covenant should be deemed invalid, illegal or unenforceable
because its scope is considered excessive, such covenant shall be modified so
that the scope of the covenant is reduced only to the minimum extent necessary
to render the modified covenant valid, legal and enforceable.


                                       3
<PAGE>

            IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date first above written.


                                    EARTHSHELL CORPORATION
                                    a Delaware corporation


                                    By: /s/ Scott Houston
                                        --------------------------
                                    Title: Chief Financial Officer

                                    VINCENT J. TRUANT

                                         /s / Vincent J. Truant


                                       4
<PAGE>

                                     Schedule A



                             Performance Bonus Criteria


      1.    $50,000 upon achieving positive cash flow from domestic operations
            for the first full quarter.

      2.    $50,000 upon achieving positive cash flow from domestic operations
            for the first six months.

      3.    $75,000 upon achieving positive cash flow from domestic operations
            for the first full year.

      4.    $50,000 upon completion of the RPI "reverse merger".

      5.    $50,000, upon EarthShell's receiving $500,000 in royalty revenue
            from each licensee (individually), provided that any such licensee
            relationship and revenue in question is considered to be sustainable
            at that time in the reasonable judgment of the Compensation
            Committee.

      6.    $75,000 at the time that the stock of EarthShell Corporation is
            relisted on NASDAQ.

      Bonus criteria 1, 2, 3, 4 and 5 above expire on December 31, 2006, and
      bonus criterion 6 expires on March 31, 2006.

      In no event, however, shall bonus payments be made unless and until the
Company has at least $200,000 in its cash account for a consecutive period of
over thirty (30) days subsequent to the due date of any bonus payment.


                                       5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>4
<FILENAME>ex-31_1.txt
<TEXT>
                                  EXHIBIT 31.1

                                 CERTIFICATIONS

I, Simon K. Hodson, Chief Executive Officer, certify that:

1. I have  reviewed  this  quarterly  report on Form 10-Q for the quarter  ended
September 30, 2005 of EarthShell Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal  control over financial
reporting  (as defined in Exchange Act Rules  13a-15(f)  and  15d-15(f)  for the
registrant and we have:

a) Designed such disclosure  controls and procedures,  or caused such disclosure
controls and  procedures to be designed  under our  supervision,  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this report is being prepared;

b) Designed  such  internal  control over  financial  reporting,  or caused such
internal control over financial  reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial  statements for external purposes in accordance
with generally accepted accounting principles.

c) Evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over
financial  reporting that occurred  during the  registrant's  most recent fiscal
quarter that has  materially  affected,  or is  reasonably  likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent function):

a) All  significant  deficiencies  and  material  weaknesses  in the  design  or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

b) Any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls over
financial reporting.


Date:    November 14, 2005                      By: /s/ Vincent J. Truant
                                                ---------------------------
                                                Name:   Vincent J. Truant
                                                Title:  Chief Executive Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>5
<FILENAME>ex-31_2.txt
<TEXT>
                                  EXHIBIT 31.2

                                 CERTIFICATIONS

I, D. Scott Houston, Chief Financial Officer, certify that:

1. I have  reviewed  this  quarterly  report on Form 10-Q for the quarter  ended
September 30, 2005 of EarthShell Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal  control over financial
reporting  (as defined in Exchange Act Rules  13a-15(f)  and  15d-15(f)  for the
registrant and we have:

a) Designed such disclosure  controls and procedures,  or caused such disclosure
controls and  procedures to be designed  under our  supervision,  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this report is being prepared;

b) Designed  such  internal  control over  financial  reporting,  or caused such
internal control over financial  reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial  statements for external purposes in accordance
with generally accepted accounting principles.

c) Evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over
financial  reporting that occurred  during the  registrant's  most recent fiscal
quarter that has  materially  affected,  or is  reasonably  likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent function):

a) All  significant  deficiencies  and  material  weaknesses  in the  design  or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

b) Any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls over
financial reporting.


Date:    November 14, 2005                      By: /s/ D. Scott Houston
                                                ---------------------------
                                                Name:   D. Scott Houston
                                                Title:  Chief Financial Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>6
<FILENAME>ex-32_1.txt
<TEXT>

                                  EXHIBIT 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report  EarthShell  Corporation (the "Company")
on Form  10-Q  for the  quarter  ended  September  30,  2005 as  filed  with the
Securities and Exchange  Commission on the date hereof (the  "Report"),  each of
the  undersigned,  in the capacities and on the dates  indicated  below,  hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1. The Report fully complies with the  requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

2. The  information  contained in the Report  fairly  presents,  in all material
respects, the financial condition and results of operation of the Company.

DATED NOVEMBER 14, 2005


By: /s/ Vincent J. Truant
    -----------------------
    Vincent J. Truant
    Chief Executive Officer


By: /s/ D. Scott Houston
    -----------------------
    D. Scott Houston
    Chief Financial Officer


</TEXT>
</DOCUMENT>
</SUBMISSION>
