



                                                             EXHIBIT 99.3
                                                             ------------



                                                           EXECUTION COPY








                           EARTHSHELL CORPORATION
                                Common Stock




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                 REGISTRATION AND INVESTOR RIGHTS AGREEMENT

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                          Dated as of June 17, 2005







                              TABLE OF CONTENTS

                                                                     Page


   1.   DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . . . .    4

   2.   DEMAND REGISTRATIONS . . . . . . . . . . . . . . . . . . . .    6

   3.   PIGGYBACK REGISTRATIONS  . . . . . . . . . . . . . . . . . .    8
        (a)  RIGHT TO PIGGYBACK REGISTRATIONS  . . . . . . . . . . .    8
        (b)  PRIORITY ON PRIMARY REGISTRATIONS . . . . . . . . . . .    8
        (c)  PRIORITY ON SECONDARY REGISTRATIONS . . . . . . . . . .    8
        (d)  SELECTION OF UNDERWRITERS . . . . . . . . . . . . . . .    9
        (e)  OTHER REGISTRATIONS . . . . . . . . . . . . . . . . . .    9
        (f)  DECISION NOT TO FILE PIGGYBACK REGISTRATION STATEMENT .    9

   4.   HOLD-BACK AGREEMENTS . . . . . . . . . . . . . . . . . . . .    9
        (a)  RESTRICTIONS ON PUBLIC SALE BY HOLDER OF REGISTRABLE
             SECURITIES  . . . . . . . . . . . . . . . . . . . . . .    9
        (b)  REGISTRABLE SECURITIES ONLY . . . . . . . . . . . . . .    9
        (c)  RESTRICTIONS ON SALE OF EQUITY SECURITIES BY THE
             COMPANY . . . . . . . . . . . . . . . . . . . . . . . .   10

   5.   REGISTRATION PROCEDURES  . . . . . . . . . . . . . . . . . .   10

   6.   REGISTRATION EXPENSES  . . . . . . . . . . . . . . . . . . .   14
        (a)  COMPANY EXPENSES  . . . . . . . . . . . . . . . . . . .   14
        (b)  SELLING STOCKHOLDERS' COUNSEL . . . . . . . . . . . . .   14
        (c)  OTHER EXPENSES OF SELLING STOCKHOLDERS  . . . . . . . .   15

   7.   INDEMNIFICATION  . . . . . . . . . . . . . . . . . . . . . .   15
        (a)  INDEMNIFICATION BY COMPANY  . . . . . . . . . . . . . .   15
        (b)  INDEMNIFICATION BY HOLDERS OF REGISTRABLE SECURITIES  .   15
        (c)  CONDUCT OF INDEMNIFICATION PROCEEDINGS  . . . . . . . .   16
        (d)  CONTRIBUTION  . . . . . . . . . . . . . . . . . . . . .   16
        (e)  SURVIVAL  . . . . . . . . . . . . . . . . . . . . . . .   17

   8.   RULE 144 . . . . . . . . . . . . . . . . . . . . . . . . . .   17

   9.   PARTICIPATION IN UNDERWRITTEN REGISTRATIONS  . . . . . . . .   18

   10.  FINANCIAL INFORMATION  . . . . . . . . . . . . . . . . . . .   18
        (a)  ANNUAL REPORTS  . . . . . . . . . . . . . . . . . . . .   18
        (b)  QUARTERLY REPORTS . . . . . . . . . . . . . . . . . . .   18
        (c)  MONTHLY REPORTS . . . . . . . . . . . . . . . . . . . .   19
        (d)  BUDGETS . . . . . . . . . . . . . . . . . . . . . . . .   19
        (e)  REQUESTED INFORMATION . . . . . . . . . . . . . . . . .   19

   11.  BOARD REPRESENTATION . . . . . . . . . . . . . . . . . . . .   19

   12.  CONSULTATION AND EXAMINATION . . . . . . . . . . . . . . . .   19

                                     -i-







   13.  MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . .   20
        (a)  NO INCONSISTENT AGREEMENTS  . . . . . . . . . . . . . .   20
        (b)  ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES  . . . . .   20
        (c)  REMEDIES  . . . . . . . . . . . . . . . . . . . . . . .   20
        (d)  AMENDMENTS AND WAIVERS  . . . . . . . . . . . . . . . .   20
        (e)  NOTICES . . . . . . . . . . . . . . . . . . . . . . . .   20
        (f)  SUCCESSORS AND ASSIGNS  . . . . . . . . . . . . . . . .   21
        (g)  COUNTERPARTS  . . . . . . . . . . . . . . . . . . . . .   21
        (h)  HEADINGS  . . . . . . . . . . . . . . . . . . . . . . .   21
        (i)  GOVERNING LAW . . . . . . . . . . . . . . . . . . . . .   21
        (j)  SEVERABILITY  . . . . . . . . . . . . . . . . . . . . .   21
        (k)  ENTIRE AGREEMENT  . . . . . . . . . . . . . . . . . . .   21
        (l)  ATTORNEYS' FEES . . . . . . . . . . . . . . . . . . . .   21








































                                    -ii-







                        REGISTRATION RIGHTS AGREEMENT

        This Registration Rights Agreement (the "Agreement") is made and
   entered into as of June 17, 2005, by and among EarthShell Corporation,
   a Delaware corporation (the "Company"), and ReNewable Products LLC, a
   Delaware limited liability company ("Stockholder").

        This Agreement is being entered into in connection with the
   Agreement and Plan of Merger among the Company, EarthShell Triangle,
   Inc., a Delaware corporation and a wholly-owned subsidiary of the
   Company ("Mergerco"), ReNewable Products, Inc., a Delaware corporation
   and a wholly-owned subsidiary of Stockholder ("Target"), and
   Stockholder (the "Merger Agreement").  In order to induce Stockholder
   to enter into the Merger Agreement, the Company has agreed, among
   other things, to provide the registration rights set forth in this
   Agreement.  The execution and delivery of this Agreement is a
   condition to the closing under the Merger Agreement.

        The parties hereto, intending to be legally bound, agree as
   follows:

   1.   DEFINITIONS

        As used in this Agreement, the following capitalized terms shall
   have the following meanings:

        "Common Stock" means the Company's common stock, par value $.01
   per share.

        "Exchange Act" means the Securities Exchange Act of 1934, as
   amended from time to time.

        "Financial Statements" means with respect to any accounting
   period for the Company and its subsidiaries, statements of income,
   retained earnings, shareholders' equity or partners' capital and cash
   flows of the Company and its subsidiaries for such period, and a
   balance sheet of the Company and its subsidiaries as of the end of
   such period, setting forth in each case in comparative form figures
   for the corresponding period in the preceding fiscal year if such
   period is less than a full fiscal year or, if such period is a full
   fiscal year, corresponding figures from the preceding annual audited
   financial statements, all prepared in reasonable detail and in
   accordance with U.S. generally accepted accounting principles,
   consistently applied.

        "NASD" means the National Association of Securities Dealers, Inc.

        "Person" means an individual, partnership, corporation, trust,
   unincorporated organization, limited liability company or other
   business entity, or a government or agency or political subdivision
   thereof.

        "Preferred Stock" means the Company's Series C Convertible
   Preferred Stock, par value $.01 per share.







        "Prospectus" means the prospectus included in any Registration
   Statement, as amended or supplemented by any prospectus supplement
   with respect to the terms of the offering of any portion of the
   Registrable Securities covered by such Registration Statement and by
   all other amendments and supplements to the prospectus, including
   post-effective amendments and all material incorporated by reference
   in such prospectus.

        "Public Offering" means any offering by the Company or selling
   security holders of the Company's equity securities to the public
   pursuant to an effective registration statement under the Securities
   Act or any comparable statement under any comparable federal statute
   then in effect.

        "Registrable Securities" means the shares of Common Stock
   issuable from time to time upon conversion of the shares of Preferred
   Stock issued to Stockholder in the merger of Mergerco into Target
   (whether such shares are issued to Stockholder or a transferee of the
   Preferred Stock), including any Common Stock issued or issuable with
   respect to the Registrable Securities by reason of any stock dividend
   or stock split or in connection with any combination of shares,
   recapitalization, merger, consolidation or other reorganization;
   provided that a security ceases to be a Registrable Security when it
   is no longer a Restricted Security.

        "Registration Expenses" has the meaning set forth in Section 6.

        "Registration Statement" means any registration statement of the
   Company which covers any of the Registrable Securities pursuant to the
   provisions of this Agreement, including the Prospectus, amendments and
   supplements to such registration statement, including post-effective
   amendments, all exhibits and all material incorporated by reference in
   such registration statement.

        "Restricted Security" means any Registrable Securities upon
   original issuance thereof, and with respect to any particular such
   security, so long as such security was acquired by the holder thereof
   other than pursuant to an effective registration under Section 5 of
   the Securities Act or pursuant to Rule 144 promulgated under the
   Securities Act; provided that a security that has ceased to be a
   Restricted Security cannot thereafter become a Restricted Security.

        "SEC" means the Securities and Exchange Commission.

        "Securities Act" means the Securities Act of 1933, as amended
   from time to time.

        "Underwritten Registration" or "Underwritten Offering" mean a
   registration in which securities of the Company are sold to an
   underwriter or underwriters on a firm commitment or best efforts basis
   for reoffering to the public.


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   2.   DEMAND REGISTRATIONS

        (a)  RIGHT TO DEMAND REGISTRATIONS.  The holders of at least 25%
   of the Registrable Securities shall have the rights to request or
   participate in registration under the Securities Act of Registrable
   Securities (a "Demand Registration") as set forth below.  Each request
   for a Demand Registration shall specify the approximate number of
   Registrable Securities requested to be registered and the anticipated
   per share price range for such offering.  Within ten (10) days after
   receipt of any such request, the Company shall give written notice of
   such requested registration to all other holders of Registrable
   Securities and shall include in such registration all Registrable
   Securities with respect to which the Company has received written
   requests for inclusion therein within fifteen (15) days after the
   receipt of the Company's notice by such other holders of Registrable
   Securities, subject to Section 2(b).  Demand Registrations may be made
   on Form S-1 or any similar long- form registration ("Long-Form
   Registrations"), but shall be made on Form S-2 or S-3 or any similar
   short-form registration ("Short-Form Registrations") whenever the
   Company is permitted to use any applicable short form.  The Company
   shall use its best efforts to make Short-Form Registrations on Form S-
   3 available for the sale of Registrable Securities.

        (b)  LONG- AND SHORT-FORM REGISTRATIONS.  At any time following
   the six (6) month anniversary of the closing under the Merger
   Agreement, the holders of at least 25% of the Registrable Securities
   may request registration under the Securities Act of all or any
   portion of the Registrable Securities, subject to the following:

             (i)  LONG-FORM REGISTRATIONS.  The holders of Registrable
   Securities shall be entitled to request (A) up to two (2) Long-Form
   Registrations in which the Company shall pay all Registration Expenses
   ("COMPANY PAID LONG-FORM REGISTRATIONS") and (B) an unlimited number
   of Long Form Registrations in which the holders of Registrable
   Securities register and sell an aggregate of at least 1,000,000 shares
   of Common Stock and in which the holders of Registrable Securities
   shall pay their share of the Registration Expenses as set forth in
   Section 6.  A registration shall not count as one of the permitted
   Company-paid Long-Form Registrations until it has become effective and
   the holders of Registrable Securities are able to sell at least ninety
   percent (90%) of the Registrable Securities requested to be included
   in such registration; provided that in any event the Company shall pay
   all Registration Expenses in connection with any registration
   initiated as a Company paid Long-Form Registration, whether or not it
   becomes effective or ultimately counts as one of the permitted Company
   paid Long Form Registrations.

             (ii) SHORT-FORM REGISTRATIONS.  In addition to the Long-Form
   Registrations provided pursuant to Section 1(b)(i), the holders of at
   least 25% of the Registrable Securities shall be entitled to request
   up to two (2) Short-Form Registrations in which the Company shall pay
   all Registration Expenses, provided that the aggregate number of

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   Company paid Long-Form Registrations and Short-Form Registrations
   shall not exceed three (3).

             (iii)     PARTICIPATION.  The Company shall promptly give
   written notice to all holders of Registrable Securities upon receipt
   of a request for a Demand Registration pursuant to Section 2(a)(i)
   above.  The Company shall include in such Demand Registration such
   Registrable Securities for which it has received written requests to
   register within fifteen (15) days after such written notice has been
   given.

        (c)  PRIORITY ON DEMAND REGISTRATIONS.  The Company shall not
   include in any Demand Registration any securities that are not
   Registrable Securities without the prior written consent of the
   holders of a majority of the Registrable Securities included in such
   registration.  If a Demand Registration is an underwritten offering
   and the managing underwriters advise the Company in writing that in
   their opinion the number of Registrable Securities and, if permitted
   hereunder, other securities requested to be included in such offering
   exceeds the number of Registrable Securities and other securities, if
   any, which can be sold in an orderly manner in such offering within a
   price range acceptable to the holders of a majority of the Registrable
   Securities to be included in such registration, without adversely
   affecting the marketability or valuation of the offering, the Company
   shall include in such registration the maximum number that the
   managing underwriters advise, in the following priority:  (i) first,
   the Registrable Securities of the holders exercising one of their
   rights to a Demand Registration, (ii) second, the number of
   Registrable Securities owned by holders other than those exercising a
   right to Demand Registration requested to be included in such
   registration which in the opinion of such underwriters can be sold
   without adverse effect, pro rata among the holders of such securities
   on the basis of the number of such securities owned by each such
   holder and (iii) third, securities other than Registrable Securities
   requested to be included in such registration which in the opinion of
   such underwriters can be sold without adverse effect, pro rata among
   the holders of such securities on the basis of the number of such
   securities owned by each such holder.  Without the consent of the
   Company and the holders of a majority of the Registrable Securities
   included in such registration, any Persons other than holders of
   Registrable Securities who participate in Demand Registrations which
   are not at the Company's expense must pay their share of the
   Registration Expenses as provided in Section 6.

        (d)  SELECTION OF UNDERWRITERS.  The holders of a majority of the
   Registrable Securities included in any Demand Registration shall have
   the right to select the investment banker(s) and manager(s) to
   administer the offering.  The Company shall have the right to require
   that any Demand Registration be an Underwritten Registration if it
   determines that an underwriter is necessary to maintain an orderly
   market for the Common Stock.


                                      4







        (e)  OTHER REGISTRATION RIGHTS.  Except as provided in this
   Agreement, the Company shall not grant to any Persons the right to
   request the Company to register any equity securities of the Company,
   or any securities convertible or exchangeable into or exercisable for
   such securities, without the prior written consent of the holders of a
   majority of the then outstanding Registrable Securities.

   3.   PIGGYBACK REGISTRATIONS

        (a)  RIGHT TO PIGGYBACK REGISTRATIONS.  Whenever the Company
   proposes to register any of its securities under the Securities Act
   (other than pursuant to a Demand Registration hereunder) and the
   registration form to be used may be used for the registration of
   Registrable Securities (a "PIGGYBACK REGISTRATION"), the Company shall
   give prompt written notice (in any event within three business days
   after its receipt of notice of any exercise of demand registration
   rights other than under this Agreement) to all holders of Registrable
   Securities of its intention to effect such a registration and, subject
   to the priorities set forth in Sections 3(b) and 3(c), shall include
   in such registration all Registrable Securities with respect to which
   the Company has received written requests for inclusion therein within
   fifteen (15) days after the receipt of the Company's notice by such
   holders of Registrable Securities.

        (b)  PRIORITY ON PRIMARY REGISTRATIONS.  If a Piggyback
   Registration is an underwritten primary registration on behalf of the
   Company and the managing underwriters advise the Company in writing
   that in their opinion the number of securities requested to be
   included in such registration exceeds the number which can be sold in
   an orderly manner in such offering within a price range acceptable to
   the Company, the Company shall include in such registration the
   maximum number that the managing underwriters advise, in the following
   priority:  (i) first, the securities the Company proposes to sell,
   (ii) second, the Registrable Securities requested to be included in
   such registration, pro rata among the holders of such Registrable
   Securities on the basis of the number of Registrable Securities owned
   by each such holder, and (iii) third, securities other than
   Registrable Securities requested to be included in such registration
   which in the opinion of such underwriters can be sold without adverse
   effect, pro rata among the holders of such securities on the basis of
   the number of such securities owned by each such holder.

        (c)  PRIORITY ON SECONDARY REGISTRATIONS.  If a Piggyback
   Registration is an underwritten secondary registration on behalf of
   holders of the Company's securities (other than a Demand Registration
   requested by the holders of Registrable Securities pursuant to Section
   2), and the managing underwriters advise the Company in writing that
   in their opinion the number of securities requested to be included in
   such registration exceeds the number which can be sold in an orderly
   manner in such offering within a price range acceptable to the holders
   of a majority of the Registrable Securities to be included in such
   registration, the Company shall include in such registration the

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   maximum number that the managing underwriters advise, in the following
   priority:  (i) first, the securities requested to be included therein
   by the holders requesting such registration, (ii) second, the
   Registrable Securities requested to be included in such registration,
   pro rata among the holders of such Registrable Securities on the basis
   of the number of Registrable Securities owned by each such holder, and
   (iii) third, securities other than Registrable Securities requested to
   be included in such registration which in the opinion of such
   underwriters can be sold without adverse effect, pro rata among the
   holders of such securities on the basis of the number of such
   securities owned by each such holder.

        (d)  SELECTION OF UNDERWRITERS.  In connection with any
   underwritten Piggyback Registration, the Company shall have the right
   to select the managing underwriters.

        (e)  OTHER REGISTRATIONS.  If the Company has previously filed a
   registration statement with respect to Registrable Securities pursuant
   to Section 2 or pursuant to this Section 3, and if such previous
   registration has not been withdrawn or abandoned, the Company shall
   not file or cause to be effected any other registration of any of its
   equity securities or securities convertible or exchangeable into or
   exercisable for its equity securities under the Securities Act (except
   on Form S-8 or any successor form), whether on its own behalf or at
   the request of any holder or holders of such securities, until a
   period of at least one hundred eighty (180) days has elapsed from the
   effective date of such previous registration.

        (f)  DECISION NOT TO FILE PIGGYBACK REGISTRATION STATEMENT.  If,
   after proposing to file a Piggyback Registration Statement in
   connection with a primary offering, the Company decides not to file
   the Piggyback Registration Statement, then the holders of Registrable
   Securities requesting inclusion of their shares pursuant to Section
   3(a)(i) will not be entitled to have their Registrable Securities
   registered at such time, unless they elect to convert such
   registration into a Demand Registration pursuant to Section 2(a).

   4.   HOLD-BACK AGREEMENTS

        (a)  RESTRICTIONS ON PUBLIC SALE BY HOLDER OF REGISTRABLE
   SECURITIES.  Subject to the terms of Section 4(b), each holder of
   Registrable Securities shall not effect any public sale or
   distribution (including sales pursuant to Rule 144 under the
   Securities Act) of equity securities of the Company, or any securities
   convertible into or exchangeable or exercisable for such securities,
   during the seven (7) days prior to and the subsequent ninety (90) day
   period beginning on the effective date of any underwritten Demand
   Registration or any underwritten Piggyback Registration in which
   Registrable Securities are included (except sales or distributions
   made as part of such underwritten registration), unless the
   underwriters managing the Public Offering otherwise agree.


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        (b)  REGISTRABLE SECURITIES ONLY.  Anything contained in this
   Agreement, including without limitation Section 4(a), to the contrary
   notwithstanding, nothing herein contained shall be deemed or construed
   to require any holder which owns securities of the Company acquired
   other than by reason of the holding of Preferred Stock or the exercise
   thereof, in whole or in part, to withhold such securities from sale
   during any such period of time.

        (c)  RESTRICTIONS ON SALE OF EQUITY SECURITIES BY THE COMPANY.
   The Company (i) shall not effect any public sale or distribution of
   its equity securities, or any securities convertible into or
   exchangeable or exercisable for such securities, during the seven (7)
   days prior to and during the subsequent one hundred eighty (180) day
   period beginning on the effective date of any underwritten Demand
   Registration or any underwritten Piggyback Registration (except as
   part of such underwritten registration or pursuant to registrations on
   Form S-8 or any successor form), unless the underwriters managing the
   Public Offering otherwise agree, and (ii) shall cause each holder of
   its Common Stock, or any securities convertible into or exchangeable
   or exercisable for Common Stock, purchased from the Company at any
   time after the date of this Agreement (other than in a Public
   Offering) to agree not to effect any public sale or distribution
   (including sales pursuant to Rule 144) of any such securities during
   such period (except as part of such underwritten registration, if
   otherwise permitted), unless the underwriters managing the Public
   Offering otherwise agree.

   5.   REGISTRATION PROCEDURES

        Whenever the holders of Registrable Securities have requested
   that any Registrable Securities be registered pursuant to this
   Agreement, the Company will use its best efforts to effect such
   registration to permit the sale of such Registrable Securities in
   accordance with the intended method or methods of distribution
   thereof, and pursuant thereto the Company will as expeditiously as
   possible:

        (a)  prepare and file with the SEC a Registration Statement or
   Registration Statements on any appropriate form under the Securities
   Act, which form shall be available for the sale of the Registrable
   Securities in accordance with the intended method or methods of
   distribution thereof and shall include all financial statements
   required by the SEC to be filed therewith, cooperate and assist in any
   filings required to be made with the NASD, and use its best efforts to
   cause such Registration Statement to become effective; provided that
   before filing a Registration Statement or Prospectus or any amendments
   or supplements thereto, the Company will furnish to the holders of the
   Registrable Securities covered by such Registration Statement and the
   underwriters, if any, copies of all such documents proposed to be
   filed, which documents will be subject to the reasonable review of
   such holders and underwriters, and the Company will not file any
   Registration Statement or amendment thereto or any Prospectus or any

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   supplement thereto to which the holders of a majority of shares of the
   Registrable Securities covered by such Registration Statement or the
   underwriters, if any, shall reasonably object;

        (b)  prepare and file with the SEC such amendments and post-
   effective amendments to the Registration Statement as may be necessary
   to keep the Registration Statement effective for the applicable
   period, or such shorter period that will terminate when all
   Registrable Securities covered by such Registration Statement have
   been sold; cause the Prospectus to be supplemented by any required
   Prospectus supplement, and as so supplemented to be filed pursuant to
   Rule 424 under the Securities Act; and comply with the provisions of
   the Securities Act with respect to the disposition of all securities
   covered by such Registration Statement during the applicable period in
   accordance with the intended method or methods of distribution by the
   sellers thereof set forth in such Registration Statement or supplement
   to the Prospectus; the Company shall not be deemed to have used its
   best efforts to keep a Registration Statement effective during the
   applicable period if it voluntarily takes any action that would result
   in the selling holders of the Registrable Securities covered thereby
   not being able to sell such Registrable Securities during that period
   unless such action is required under applicable law, provided that the
   foregoing shall not apply to actions taken by the Company in good
   faith and for valid business reasons, including without limitation the
   acquisition or divestiture of assets, so long as the Company promptly
   thereafter complies with the requirements of Section 5(k), if
   applicable;

        (c)  notify the selling holders of Registrable Securities and the
   managing underwriters, if any, promptly, and (if requested by any such
   Person) confirm such advice in writing, (1) when the Prospectus or any
   Prospectus supplement or post-effective amendment has been filed, and,
   with respect to the Registration Statement or any post-effective
   amendment, when the same has become effective, (2) of any request by
   the SEC for amendments or supplements to the Registration Statement or
   the Prospectus or for additional information, (3) of the issuance by
   the Commission of any stop order suspending the effectiveness of the
   Registration Statement or the initiation of any proceedings for that
   purpose, (4) if at any time the representations and warranties of the
   Company contemplated by paragraph (n) below cease to be true and
   correct in any material respect, (5) of the receipt by the Company of
   any notification with respect to the suspension of the qualification
   of the Registrable Securities for sale in any jurisdiction or the
   initiation or threatening of any proceeding for such purpose and (6)
   of the happening of any event which makes any statement made in the
   Registration Statement, the Prospectus or any document incorporated
   therein by reference untrue in any material respect or which requires
   the making of any changes in the Registration Statement, the
   Prospectus or any document incorporated therein by reference in order
   to make the statements therein not misleading;



                                      8







        (d)  make every reasonable effort to obtain the withdrawal of any
   order suspending the effectiveness of the Registration Statement at
   the earliest possible time;

        (e)  if requested by the managing underwriter or underwriters or
   a holder of Registrable Securities being sold in connection with an
   Underwritten Offering, promptly incorporate in a Prospectus supplement
   or post-effective amendment such information as the managing
   underwriters and the holders of a majority of shares of the
   Registrable Securities being sold reasonably agree should be included
   therein relating to the plan of distribution with respect to such
   Registrable Securities, including, without limitation, information
   with respect to the principal amount of Registrable Securities being
   sold to such underwriters, the purchase price being paid therefor by
   such underwriters and with respect to any other terms of the
   Underwritten Offering of the Registrable Securities to be sold in such
   offering; and make all required filings of such Prospectus supplement
   or post-effective amendment as soon as notified of the matters to be
   incorporated in such Prospectus supplement or post-effective
   amendment;

        (f)  furnish to each selling holder of Registrable Securities and
   each managing underwriter, without charge, at least one signed copy of
   the Registration Statement and any post-effective amendment thereto,
   including financial statements and schedules, all documents
   incorporated therein by reference and all exhibits (including those
   incorporated by reference);

        (g)  deliver to each selling holder of Registrable Securities and
   the underwriters, if any, without charge, as many copies of the
   Prospectus (including each preliminary prospectus) and any amendment
   or supplement thereto as such Persons may reasonably request; the
   Company consents to the use of the Prospectus or any amendment or
   supplement thereto by each of the selling holders of Registrable
   Securities and the underwriters, if any, in connection with the
   offering and sale of the Registrable Securities covered by the
   Prospectus or any amendment or supplement thereto;

        (h)  prior to any public offering of Registrable Securities,
   register or qualify or cooperate with the selling holders of
   Registrable Securities, the underwriters, if any, and their respective
   counsel in connection with the registration or qualification of such
   Registrable Securities for offer and sale under the securities or blue
   sky laws of such jurisdictions as any seller or underwriter reasonably
   requests in writing and do any and all other acts or things necessary
   or advisable to enable the disposition in such jurisdictions of the
   Registrable Securities covered by the Registration Statement; provided
   that the Company will not be required to qualify generally to do
   business in any jurisdiction where it is not then so qualified or to
   take any action which would subject it to general service of process
   in any such jurisdiction where it is not then so subject;


                                      9







        (i)  cooperate with the selling holders of Registrable Securities
   and the managing underwriters, if any, to facilitate the timely
   preparation and delivery of certificates representing Registrable
   Securities to be sold and not bearing any restrictive legends; and
   enable such Registrable Securities to be in such denominations and
   registered in such names as the managing underwriters may request at
   least two business days prior to any sale of Registrable Securities to
   the underwriters;

        (j)  use its best efforts to cause the Registrable Securities
   covered by the applicable Registration Statement to be registered with
   or approved by such other governmental agencies or authorities as may
   be necessary to enable the seller or sellers thereof or the
   underwriters, if any, to consummate the disposition of such
   Registrable Securities;

        (k)  upon the occurrence of any event contemplated by paragraph
   (c)(6) above, prepare a supplement or posteffective amendment to the
   Registration Statement or the related Prospectus or any document
   incorporated therein by reference or file any other required document
   so that, as thereafter delivered to the purchasers of the Registrable
   Securities, the Prospectus will not contain an untrue statement of a
   material fact or omit to state any material fact necessary to make the
   statements therein not misleading;

        (l)  cause all Registrable Securities covered by the Registration
   Statement to be listed, to the degree the Common Stock is so listed,
   on each securities exchange on which the Common Stock is then listed
   if requested by the holders of a majority of shares of such
   Registrable Securities or the managing underwriters, if any;

        (m)  not later than the effective date of the applicable
   Registration Statement, provide a CUSIP number for all Registrable
   Securities and provide the applicable transfer agents with printed
   certificates for the Registrable Securities which are in a form
   eligible for deposit with The Depository Trust Company;

        (n)  enter into such agreements (including an underwriting
   agreement) and take all such other actions in connection therewith in
   order to expedite or facilitate the disposition of such Registrable
   Securities and in such connection, whether or not an underwriting
   agreement is entered into and whether or not the registration is an
   Underwritten Registration (1) make such representations and warranties
   to the holders of such Registrable Securities and the underwriters, if
   any, in form, substance and scope as are customarily made by issuers
   to underwriters in primary Underwritten Offerings; (2) obtain opinions
   of counsel to the Company and updates thereof (which counsel and
   opinions (in form, scope and substance) shall be reasonably
   satisfactory to the managing underwriters, if any, and the holders of
   a majority of shares of the Registrable Securities being sold)
   addressed to each selling holder and the underwriters, if any,
   covering the matters customarily covered in opinions requested in

                                     10







   Underwritten Offerings; (3) obtain "cold comfort" letters and updates
   thereof from the Company's independent registered public accountants
   addressed to the selling holders of Registrable Securities and the
   underwriters, if any, such letters to be in customary form and
   covering matters of the type customarily covered in "cold comfort"
   letters to underwriters in connection with primary Underwritten
   Offerings; and (4) deliver such documents and certificates as may be
   requested by the holders of a majority of the Registrable Securities
   being sold and the managing underwriters, if any, to evidence
   compliance with clause (k) above and with any customary conditions
   contained in the underwriting agreement or other agreement entered
   into by the Company.  The above shall be done at each closing under
   such underwriting or similar agreement or as and to the extent
   required thereunder;

        (o)  make available for inspection by a representative of the
   holders of a majority of shares of the Registrable Securities, any
   underwriter participating in any disposition pursuant to such
   Registration Statement, and any attorney or accountant retained by the
   selling holders or underwriters, all financial and other records,
   pertinent corporate documents and properties of the Company, and cause
   the Company's officers, directors and employees to supply all
   information reasonably requested by any such representative,
   underwriter, attorney or accountant in connection with such
   Registration Statement; provided that any records, information or
   documents that are designated by the Company in writing as
   confidential shall be kept confidential by such Persons unless
   disclosure of such records, information or documents is required by
   court or administrative order; and

        (p)  otherwise use its best efforts to comply with all applicable
   rules and regulations of the SEC, and make generally available to its
   security holders, earnings statements satisfying the provisions of
   Section 11(a) of the Securities Act, no later than forty-five (45)
   days after the end of any 12-month period (or ninety (90) days, if
   such period is a fiscal year) (1) commencing at the end of any fiscal
   quarter in which Registrable Securities are sold to underwriters in an
   Underwritten Offering, or (2) if not sold to underwriters in such an
   offering, beginning with the first month of the Company's first fiscal
   quarter commencing after the effective date of the Registration
   Statement, which statements shall cover said 12-month periods.

   6.   REGISTRATION EXPENSES

        (a)  COMPANY EXPENSES.  All expenses incident to the Company's
   performance of or compliance with this Agreement, including without
   limitation all registration and filing fees, fees and expenses of
   compliance with securities or blue sky laws, printing expenses,
   messenger and delivery expenses, fees and disbursements of custodians,
   costs in connection with "road shows", and fees and disbursements of
   counsel for the Company and all independent certified public
   accountants, underwriters (excluding discounts and commissions) and

                                     11







   other Persons retained by the Company (all such expenses being herein
   called "Registration Expenses"), shall be borne by the Company unless
   otherwise specifically provided in this Agreement, except that the
   Company shall, in any event, pay its internal expenses (including,
   without limitation, all salaries and expenses of its officers and
   employees performing legal or accounting duties), the expense of any
   annual audit or quarterly review, the expense of any liability
   insurance and the expenses and fees for listing the securities to be
   registered on each securities exchange on which similar securities
   issued by the Company are then listed or on the NASD automated
   quotation system, if the Company's securities are then NASDAQ-listed.

        (b)  SELLING STOCKHOLDERS' COUNSEL.  In connection with each
   Demand Registration and each Piggyback Registration, the Company shall
   reimburse the holders of Registrable Securities included in such
   registration for the reasonable fees and disbursements of one counsel
   chosen by the holders of a majority of the Registrable Securities
   included in such registration.

        (c)  OTHER EXPENSES OF SELLING STOCKHOLDERS.  To the extent
   Registration Expenses are not required to be paid by the Company, each
   holder of securities included in any registration hereunder shall pay
   those Registration Expenses, including without limitation all
   underwriting discounts and commissions, allocable to the registration
   of such holder's securities so included, and any Registration Expenses
   not so allocable shall be borne by all sellers of securities included
   in such registration in proportion to the aggregate selling price of
   the securities to be so registered.

   7.   INDEMNIFICATION

        (a)  INDEMNIFICATION BY COMPANY.  The Company agrees to indemnify
   and hold harmless, to the full extent permitted by law, each holder of
   Registrable Securities, such holder's officers, directors, members and
   partners and each Person who controls such holder (within the meaning
   of the Securities Act) against all losses, claims, damages,
   liabilities and expenses (including reasonable costs of investigation
   and legal expenses) caused by or in any way relating to or arising out
   of any untrue or alleged untrue statement of a material fact contained
   in any Registration Statement, Prospectus or preliminary Prospectus or
   any amendment thereof or supplement thereto or any omission or alleged
   omission to state therein a material fact required to be stated
   therein or necessary to make the statements therein not misleading,
   except insofar as the same are caused by or contained in any
   information furnished in writing to the Company by such holder
   expressly for use therein or by such holder's failure to deliver a
   copy of the Registration Statement or Prospectus or any amendments or
   supplements thereto after the Company has furnished such holder with a
   sufficient number of copies of the same.  In connection with an
   underwritten offering, the Company shall indemnify such underwriters,
   their officers and directors and each Person who controls such
   underwriters (within the meaning of the Securities Act) to the same

                                     12







   extent as provided above with respect to the indemnification of the
   holders of Registrable Securities.  The payments required by this
   Section 6(a) will be made periodically during the course of the
   investigation or defense, as and when bills are received or expenses
   incurred.

        (b)  INDEMNIFICATION BY HOLDERS OF REGISTRABLE SECURITIES.  Each
   holder of Registrable Securities participating in any Registration
   Statement shall furnish to the Company in writing such information and
   affidavits as the Company reasonably requests for use in connection
   with such Registration Statement or any related Prospectus or
   preliminary Prospectus and, to the extent permitted by law, shall
   indemnify the Company, its directors and officers and each Person who
   controls the Company (within the meaning of the Securities Act)
   against any losses, claims, damages, liabilities and expenses
   resulting from any untrue or alleged untrue statement of material fact
   contained in such Registration Statement, Prospectus or preliminary
   Prospectus or any amendment thereof or supplement thereto or any
   omission or alleged omission of a material fact required to be stated
   therein or necessary to make the statements therein not misleading,
   but only to the extent that such untrue statement or omission is
   contained in any information or affidavit so furnished in writing by
   such holder; provided that the obligation to indemnify shall be
   individual, not joint and several, for each holder and shall be
   limited to the net amount of proceeds received by such holder from the
   sale of Registrable Securities pursuant to such Registration
   Statement.

        (c)  CONDUCT OF INDEMNIFICATION PROCEEDINGS.  Any Person entitled
   to indemnification hereunder shall (i) give prompt written notice to
   the indemnifying party of any claim with respect to which it seeks
   indemnification (provided that the failure to give prompt notice shall
   not impair any Person's right to indemnification hereunder to the
   extent such failure has not materially prejudiced the indemnifying
   party) and (ii) unless in such indemnified party's reasonable judgment
   a conflict of interest between such indemnified and indemnifying
   parties may exist with respect to such claim, permit such indemnifying
   party to assume the defense of such claim with counsel reasonably
   satisfactory to the indemnified party.  If such defense is assumed,
   the indemnifying party shall not be subject to any liability for any
   settlement made by the indemnified party without its consent (but such
   consent shall not be unreasonably withheld).  An indemnifying party
   who is not entitled to, or elects not to, assume the defense of a
   claim shall nevertheless pay the fees and expenses of counsel for the
   indemnified party, provided that the indemnifying party shall not be
   obligated to pay the fees and expenses of more than one counsel for
   all indemnified parties with respect to such claim, unless in the
   reasonable judgment of any indemnified party a conflict of interest
   may exist between such indemnified party and any other of such
   indemnified parties with respect to such claim.  No indemnifying party
   shall, without the consent of the indemnified party, consent to the
   entry of any judgment or enter into any settlement which cannot be

                                     13







   settled in all respects by the payment of money (and such money is so
   paid by the indemnifying party pursuant to the terms of such
   settlement) or which settlement does not include as an unconditional
   term thereof the giving by the claimant or plaintiff to such
   indemnified party of a release from all liability in respect to such
   claim or litigation.

        (d)  CONTRIBUTION.  If the indemnification provided for in this
   Section 7 from the indemnifying party is unavailable to an indemnified
   party hereunder in respect of any losses, claims, damages, liabilities
   or expenses to which such indemnified party would be otherwise
   entitled under Section 7, then the indemnifying party, in lieu of
   indemnifying such indemnified party hereunder, shall contribute to the
   amount paid or payable by such indemnified party as a result of such
   losses, claims, damages, liabilities or expenses in such proportion as
   is appropriate to reflect the relative fault of the indemnifying party
   and indemnified parties in connection with the actions which resulted
   in such losses, claims, damages, liabilities or expenses, as well as
   any other relevant equitable considerations.  The relative fault of
   such indemnifying party and indemnified parties shall be determined by
   reference to, among other things, whether any action in question,
   including any untrue or alleged untrue statement of a material fact or
   omission or alleged omission to state a material fact, has been made
   by, or relates to information supplied by, such indemnifying party or
   indemnified parties, and the parties' relative intent, knowledge,
   access to information and opportunity to correct or prevent such
   action.  The amount paid or payable by a party as a result of the
   losses, claims, damages, liabilities and expenses referred to above
   shall be deemed to include any legal or other fees or expenses
   reasonably incurred by such party in connection with any investigation
   or proceeding.  In no event shall any holder of Registrable Securities
   be required to contribute an amount greater than the dollar amount of
   the proceeds received by such holder with respect to the sale of any
   Registrable Securities.

        The parties hereto agree that it would not be just and equitable
   if contribution pursuant to this Section 7(d) were determined by pro
   rata allocation or by any other method of allocation which does not
   take account of the equitable considerations referred to in the
   immediately preceding paragraph.  No person guilty of fraudulent
   misrepresentation (within the meaning of Section 11(f) of the
   Securities Act) shall be entitled to contribution from any person who
   was not guilty of such fraudulent misrepresentation.  The contribution
   provided for in this Section 7(d) shall remain in full force and
   effect regardless of any investigation made by or on behalf of any
   indemnified party.

        (e)  SURVIVAL.  The indemnification provided for under this
   Agreement shall remain in full force and effect regardless of any
   investigation made by or on behalf of the indemnified party or any
   officer, director or controlling Person of such indemnified party and
   shall survive the transfer of securities.  The Company also agrees to

                                     14







   make such provisions, as are reasonably requested by any indemnified
   party, for contribution to such party in the event the Company's
   indemnification is unavailable for any reason.

   8.   RULE 144

        With a view to making available to the holders of Registrable
   Securities the benefits of Rule 144 promulgated under the Securities
   Act or any similar rule or regulation of the SEC that may at any time
   permit such holders to sell securities of the Company to the public
   without registration, the Company agrees to:  (a) make and keep public
   information available, as those terms are understood and defined in
   Rule 144 under the Securities Act; (b) file with the SEC in a timely
   manner all reports and other documents required to be filed by the
   Company under the Securities Act and the Exchange Act (or, if the
   Company is not required to file such reports, it will, upon the
   request of the holders of a majority of the Registrable Securities
   make publicly available other information as long as necessary to
   permit sales pursuant to Rule 144 under the Securities Act); and (c)
   furnish to the holders of Registrable Securities, promptly upon
   request, (i) a written statement by the Company that it has complied
   with the reporting requirements of the Securities Act and the Exchange
   Act, as set forth in Rule 144 under the Securities Act, (ii) a copy of
   the most recent annual or quarterly report of the Company and such
   other reports and documents so filed by the Company, and (iii) such
   other information as may be reasonably requested to permit such
   holders to sell Registrable Securities pursuant to Rule 144 without
   registration.

   9.   PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

        No Person may participate in any registration hereunder which is
   underwritten unless such Person (a) agrees to sell such Person's
   securities on the basis provided in any underwriting arrangements
   approved by the Person or Persons entitled hereunder to approve such
   arrangements; (b) completes and executes all customary questionnaires,
   powers of attorney, customary indemnities, underwriting agreements and
   other documents required under the terms of such underwriting
   arrangements; provided that no holder of Registrable Securities
   included in any underwritten registration shall be required to make
   any representations or warranties to the Company or the underwriters
   (other than representations and warranties regarding such holder, such
   holder's ownership and title to the Registrable Securities, such
   holder's intended method of distribution, and such other
   representations and warranties are commonly given by selling
   shareholders in underwritten offerings) or to undertake any
   indemnification obligations to the Company or the underwriters with
   respect thereto, except as otherwise provided in Section 7 hereof; (c)
   provides all customary information reasonably requested by the Company
   or underwriter in connection with such registration, including copies
   of customary documents, instruments and agreements; and (d) complies


                                     15







   with all applicable federal and state securities laws in connection
   with such registration.

   10.  FINANCIAL INFORMATION

        So long as any shares of Preferred Stock remain outstanding, the
   Company shall deliver the following to each holder of record of shares
   of Preferred Stock:

        (a)  ANNUAL REPORTS.  As soon as practicable and in no event
   later than the earlier of (i) ninety (90) days after the close of each
   fiscal year of the Company or (ii) the date on which the Financial
   Statements referred to in this clause (a) are delivered to the
   Company's board of directors, copies of the audited consolidated
   Financial Statements of the Company and its subsidiaries, as audited
   by the Company's independent registered public accountants, together
   with copies of such accountant's opinions thereon and, to the extent
   delivered, management letters delivered by such accountants in
   connection with all such Financial Statements;

        (b)  QUARTERLY REPORTS.  As soon as practicable and in no event
   later than the earlier of (i) sixty (60) days after the last day of
   each of the first three fiscal quarters of each fiscal year of the
   Company or (ii) the date on which the Financial Statements referred to
   in this clause (b) are delivered to the Company's board of directors,
   a copy of the Financial Statements of the Company and its subsidiaries
   (prepared on a consolidated basis) for such quarter and for the fiscal
   year to date;

        (c)  MONTHLY REPORTS.  As soon as possible, and in any event not
   later than thirty (30) days after the end of each month, consolidated
   balance sheets, statements of cash flow and statements of income of
   the Company and its subsidiaries reflecting the most recently
   completed month, setting forth, in each case, in comparative form
   figures for the corresponding period in the previous fiscal year;

        (d)  BUDGETS.  As soon as available, and in any event not later
   than forty-five (45) days after the end of each fiscal year of the
   Company, projected consolidated financial statements of the Company
   and its subsidiaries for the next fiscal year, including budgets for
   each month in such fiscal year; and

        (e)  REQUESTED INFORMATION.  Such other instruments, agreements,
   certificates, opinions, statements, documents and information relating
   to the operations or condition (financial or otherwise) of the Company
   and its subsidiaries as any holder of shares of Preferred Stock may
   from time to time reasonably request.

   11.  BOARD REPRESENTATION

        At any time from and after such time as all of the shares of
   Preferred Stock owned by Stockholder have been converted into shares

                                     16







   of Common Stock, Stockholder shall have the right, at Stockholder's
   election, to propose one candidate for nomination as a director of the
   Company, and the board of directors of the Company (and any committee
   of the board to which the responsibility for nominating directors may
   be delegated in the future) shall nominate such candidate and use its
   best efforts to cause such candidate to be elected as a director of
   the Company.  Stockholder shall have the right to direct the board of
   directors to remove such director with or without cause.  In the event
   the candidate proposed by Stockholder ceases to be a director by
   reason of resignation, removal, death or disability, Stockholder shall
   have the right to propose his or her replacement, and the board of
   directors of the Company use its best efforts to cause such
   replacement to be elected as a director of the Company.  Upon
   expiration of the term of any director proposed by Stockholder,
   Stockholder shall again have the right to propose a candidate for
   nomination and election.  Stockholder's rights pursuant to this
   Section 10 shall terminate at such time as Stockholder owns less than
   25% of the shares of Common Stock issuable upon conversion of the
   Preferred Stock as of the date of the closing under the Merger
   Agreement, as adjusted for any stock splits, combinations,
   reclassifications or similar changes.

   12.  CONSULTATION AND EXAMINATION

        For as long as Stockholder owns any shares of Preferred Stock or
   Common Stock, (a) Stockholder shall be entitled to consult with and
   advise management of the Company and its subsidiaries on significant
   business issues, including the Company's and such subsidiaries'
   management's proposed operating plans; (ii) the management of the
   Company and each of such subsidiaries shall meet with Stockholder
   regularly for such consultation and advice and to review progress in
   achieving said plans; and (iii) the Company and each such subsidiary
   shall permit Stockholder to examine the books and records of the
   Company and such subsidiary and inspect its facilities at such times
   as Stockholder shall determine.  The foregoing shall not be deemed to
   constitute an exhaustive list of the management services that
   Stockholder may provide to the Company and its subsidiaries.

   13.  MISCELLANEOUS

        (a)  NO INCONSISTENT AGREEMENTS. The Company shall not hereafter
   enter into any agreement with respect to its securities that is
   inconsistent with or violates the rights granted to the holders of
   Registrable Securities in this Agreement.

        (b)  ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES. The Company
   shall not take any action, or permit any change to occur, with respect
   to its securities which would adversely affect the ability of the
   holders of Registrable Securities to include such Registrable
   Securities in a registration undertaken pursuant to this Agreement or
   which would adversely affect the marketability or valuation of such


                                     17







   Registrable Securities in any such registration (including, without
   limitation, effecting a stock split or a combination of shares).

        (c)  REMEDIES.  Each holder of Registrable Securities, in
   addition to being entitled to exercise all rights granted by law,
   including recovery of damages, will be entitled to specific
   performance of its rights under this Agreement.  The Company agrees
   that monetary damages would not be adequate compensation for any loss
   incurred by reason of a breach by it of the provisions of this
   Agreement and hereby agrees to waive the defense in any action for
   specific performance that a remedy at law would be adequate.

        (d)  AMENDMENTS AND WAIVERS.  The provisions of this Agreement,
   including the provisions of this sentence, may not be amended,
   modified or supplemented, and waivers or consents to departures from
   the provisions hereof may not be given unless the Company has obtained
   the written consent of holders of at least a majority of the
   Registrable Securities; provided that no such amendment or action
   which adversely and disproportionately affects a holder of Registrable
   Securities vis-a-vis the other holders of Registrable Securities shall
   be effective against such holder of Registrable Securities without the
   prior written consent of such holder.

        (e)  NOTICES.  All notices and other communications provided for
   or permitted hereunder shall be made in writing by hand-delivery,
   registered first- class mail, telex, telecopier, or air courier
   guaranteeing overnight delivery:

             (i)  if to Stockholder, initially at 200 South Brentwood
   Boulevard, Suite 200, St. Louis, Missouri 63105, Attention: James A.
   Cooper, and thereafter at such other address, notice of which is given
   in accordance with the provisions of this Section 13(e), with a copy
   to Schiff Hardin LLP, 6600 Sears Tower, Chicago, Illinois 60606,
   Attention: Roger R. Wilen, Esq.; and

             (ii) if to the Company, initially at EarthShell Corporation,
   3916 State Street, Santa Barbara, California  93110, attention Simon
   K. Hodson, and thereafter at such other address, notice of which is
   given in accordance with the provisions of this Section 13(e), with a
   copy to, Gibson, Dunn & Crutcher, 2029 Century Park East, Los Angeles,
   California 90067, Attention: Robert K. Montgomery, Esq.

        All such notices and communications shall be deemed to have been
   duly given at the time delivered by hand, if personally delivered;
   five business days after being deposited in the mail, postage prepaid,
   if mailed; when answered back, if telexed; when receipt acknowledged,
   if telecopied; and on the next business day if timely delivered to an
   air courier guaranteeing overnight delivery.

        (f)  SUCCESSORS AND ASSIGNS.  This Agreement shall inure to the
   benefit of and be binding upon the successors and assigns of each of


                                     18







   the parties, including without limitation and without the need for an
   express assignment, subsequent holders of Registrable Securities.

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

        (h)  HEADINGS.  The headings in this Agreement are for
   convenience of reference only and shall not limit or otherwise affect
   the meaning hereof.

        (i)  GOVERNING LAW.  This Agreement shall be governed by and
   construed in accordance with the internal laws of the State of
   Delaware.

        (j)  SEVERABILITY.  In the event that any one or more of the
   provisions contained herein, or the application thereof in any
   circumstance, is held invalid, illegal or unenforceable, the validity,
   legality and enforceability of any such provision in every other
   respect and of the remaining provisions contained herein shall not be
   affected or impaired thereby.

        (k)  ENTIRE AGREEMENT.  This Agreement is intended by the parties
   as a final expression of their agreement and intended to be a complete
   and exclusive statement of the agreement and understanding of the
   parties hereto in respect of the subject matter contained herein.
   There are no restrictions, promises, warranties or undertakings, other
   than those set forth or referred to herein with respect to the
   registration rights granted by the Company hereunder.  This Agreement
   supersedes all prior agreements and understandings whether written or
   oral and all contemporaneous oral agreements and understandings among
   the parties with respect to such subject matter.

        (l)  ATTORNEYS' FEES.  In any action or proceeding brought to
   enforce any provision of this Agreement, the successful party shall be
   entitled to recover reasonable attorneys' fees in addition to its
   costs and expenses and any other available remedy.














                                     19







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

                                      EARTHSHELL CORPORATION

                                      By:  Simon K. Hodson
                                           ____________________________
                                      Name: Simon K. Hodson
                                      Title: CEO

                                      By:  Scott Houston
                                           ____________________________
                                      Name: Scott Houston
                                      Title: CFO

                                      RENEWABLE PRODUCTS LLC

                                      By:  James A. Cooper
                                           ____________________________
                                      Name:  James A. Cooper
                                      Title:  VP




































                                     20
