                           PLEDGE AND ESCROW AGREEMENT

      THIS PLEDGE AND ESCROW  AGREEMENT  (the  "Agreement")  is made and entered
into as of May 26,  2005 (the  "Effective  Date") by and among  CORNELL  CAPITAL
PARTNERS,  LP (the "Pledgee"),  EARTHSHELL  CORPORATION,  a Delaware corporation
(the "Pledgor") and DAVID GONZALEZ, ESQ., as escrow agent ("Escrow Agent").

                                    RECITALS:

      WHEREAS,  in order to secure the full and prompt payment when due (whether
at the stated  maturity,  by  acceleration or otherwise) of all of the Pledgor's
obligations (the  "Obligations")  to the Pledgee or any successor to the Pledgee
under this Agreement, the Promissory Notes (the "Promissory Notes") issued or to
be issued by the Pledgor to the  Pledgee,  either now or in the future,  up to a
total of Two Million Five Hundred Thousand  ($2,500,000) of principal,  plus any
interest,  costs,  fees, and other amounts owed to the Pledgee  thereunder,  the
Security Agreement dated March 23, 2005 between the Pledgor and the Pledgee (the
"Security Agreement"),  and all other contracts entered into between the parties
hereto (collectively,  the "Transaction  Documents"),  the Pledgor has agreed to
irrevocably  pledge to the  Pledgee  One  Hundred  (100)  shares  (the  "Pledged
Shares")  of Series B  Convertible  Preferred  Stock of the  Pledgor  ("Series B
Preferred Stock").

      NOW,  THEREFORE,  in  consideration of the mutual  covenants,  agreements,
warranties,  and  representations  herein  contained,  and for  other  good  and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties hereto agree as follows:

                              TERMS AND CONDITIONS

      1. Pledge and Transfer of Pledged  Shares.  The Pledgor  hereby  grants to
Pledgee an irrevocable,  first priority  security interest in all Pledged Shares
as security for the Pledgor's obligations under the Transaction Documents. On or
before the closing of the  Transaction  Documents,  the Pledgor shall deliver to
the Escrow Agent stock  certificates  representing the Pledged Shares,  together
with duly executed  stock powers or other  appropriate  transfer  documents with
medallion  bank  guarantees  and executed in blank by the Pledgor (the "Transfer
Documents"), and such stock certificates and Transfer Documents shall be held by
the Escrow  Agent until the full payment of all  Obligations  due to the Pledgee
under the Transaction Documents,  including the repayment of all amounts owed by
the Pledgor to the  Pledgee  under the  Promissory  Notes  (whether  outstanding
principal, interest, legal fees, or any other amounts owed to the Pledgee by the
Pledgor).

      2. Rights Relating to Pledged  Shares.  Upon the occurrence of an Event of
Default  (as  defined  herein),  the  Pledgee  shall be  entitled to convert the
Pledged  Shares  into  shares of common  stock of the  Pledgor,  pursuant to the
Certificate  of  Designation  of the Series B Convertible  Preferred  Stock (the
"Certificate of Designation") and enjoy all other rights and privileges incident
to the ownership of the number of Pledged Shares  actually  released from escrow
in  accordance  with  Section 5 hereof and  converted  into common  stock of the
Pledgor.


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<PAGE>

      3.  Release of Pledged  Shares  from  Pledge.  (1) Upon the payment of the
$1,350,000 of principal under the Promissory Notes to the Pledgee by the Pledgor
or  otherwise;  (2) in the event the shares  pledged  pursuant  to that  certain
Amended and Restated  Pledge and Escrow  Agreement of even date  herewith by and
among  Benton  Wilcoxon,  the Pledgee and the Escrow  Agent shall be equal to or
exceed three (3) times the amount of principal  outstanding under the Promissory
Notes;  (3) a registration  statement has been declared  effective by the United
States Securities and Exchange  Commission  relating to the Registration  Rights
Agreement  dated as of March 23,  2005;  and (4) the  Pledged  Shares  have been
redeemed  pursuant to Section 6 of the Certificate of Designation),  the Pledgor
shall notify the Escrow Agent to such effect in writing.  Promptly  upon receipt
of such  written  notice,  the Escrow  Agent  shall  return to the  Pledgor  the
Transfer  Documents  and  the  certificates   representing  the  Pledged  Shares
(collectively the "Pledged Materials"),  whereupon any and all rights of Pledgee
in the Pledged Materials shall be terminated.

      4.  Event of  Default.  An  "Event  of  Default"  shall be  deemed to have
occurred  under this  Agreement  upon an Event of Default under any  Transaction
Document.

      5. Remedies.  Upon and anytime after the occurrence of an Event of Default
and after a thirty (30) day cure period, so long as the Event of Default has not
been  previously  cured,  the  Pledgee  shall have the right to provide  written
notice of such Event of Default (the "Default Notice") to the Escrow Agent, with
a copy to the  Pledgor.  As soon as  practicable  after  receipt of the  Default
Notice by the  Escrow  Agent,  the Escrow  Agent  shall  deliver to Pledgee  the
Pledged  Materials  held by the  Escrow  Agent  hereunder.  Upon  receipt of the
Pledged  Materials,  the  Pledgee  shall have the right to (i) sell the  Pledged
Shares and to apply the proceeds of such sales, net of any selling  commissions,
to the  Obligations  owed to the  Pledgee by the Pledgor  under the  Transaction
Documents, including, without limitation, outstanding principal, interest, legal
fees,  and any other amounts owed to the Pledgee,  and exercise all other rights
and (ii) any and all remedies of a secured  party with respect to such  property
as may be available under the Uniform  Commercial Code as in effect in the State
of New Jersey.  To the extent that the net proceeds  received by the Pledgee are
insufficient  to satisfy the  Obligations in full, the Pledgee shall be entitled
to a deficiency  judgment against the Pledgor for such amount. The Pledgee shall
have the absolute  right to sell or dispose of the Pledged  Shares in any manner
it sees fit and shall have no  liability  to the  Pledgor or any other party for
selling or disposing of such  Pledged  Shares even if other  methods of sales or
dispositions would or allegedly would result in greater proceeds than the method
actually  used.  The Escrow Agent shall have the absolute  right to disburse the
Pledged Shares to the Pledgee in batches,  which when  aggregated with all other
common stock beneficially  owned by the Pledgee and its affiliates,  will not to
exceed 9.9% of the outstanding capital of the Pledgor (which limit may be waived
by the  Pledgee  providing  not less than 65 days' prior  written  notice to the
Escrow  Agent).  The Pledgee  shall  return to the  Pledgor  any Pledged  Shares
released to it and  remaining  after the Pledgee has applied the net proceeds to
all amounts owed to the Pledgee.

      In addition to all other remedies available to the Pledgee,  upon an Event
of Default,  the Pledgor shall  promptly,  but in no event more than thirty (30)
days after the date of the Default  Notice,  file a  registration  statement  to
register  with the  Securities  and  Exchange  Commission  for the resale by the
Pledgee the shares of Common Stock  underlying the Series B Preferred Stock. The
Pledgor  shall cause the  registration  statement  to remain in effect until all
such shares have been sold by the Pledgee.


                                       2
<PAGE>

      Each right, power and remedy of the Pledgee provided for in this Agreement
or any other  Transaction  Document shall be cumulative and concurrent and shall
be in  addition  to every other such  right,  power or remedy.  The  exercise or
beginning  of the  exercise  by the  Pledgee  of any one or more of the  rights,
powers or  remedies  provided  for in this  Agreement  or any other  Transaction
Document  or now or  hereafter  existing  at law or in equity or by  statute  or
otherwise  shall not preclude the  simultaneous or later exercise by the Pledgee
of all such other  rights,  powers or  remedies,  and no failure or delay on the
part of the Pledgee to exercise any such right, power or remedy shall operate as
a waiver  thereof.  No  notice to or demand  on the  Pledgor  in any case  shall
entitle  it to any  other or  further  notice  or  demand  in  similar  or other
circumstances  or constitute a waiver of any of the rights of the Pledgee to any
other further action in any circumstances  without demand or notice. The Pledgee
shall have the full power to enforce or to assign or  contract  is rights  under
this Agreement to a third party.

      The Pledgor has no right to require the Pledgee to marshal its collateral,
and agree that the  Pledgee  may, in  addition  to its other  rights  hereunder,
proceed  against its  collateral in any order that it deems  appropriate  in the
exercise of its absolute discretion.

      6. Representations, Warranties and Covenants.

            6.1 The Pledgor represents, warrants and covenants that:

                  (iii)  all the  Pledged  Shares  have  been  duly and  validly
issued,  are fully  paid and  non-assessable  and are  subject  to no options to
purchase or similar rights.

            6.2  The  Pledgor  covenants  and  agrees  that  it  will  take  all
reasonable steps to defend the Pledgee's right,  title and security  interest in
and to the  Pledged  Shares  and the  proceeds  thereof  against  the claims and
demands of all persons whomsoever (other than the Pledgee and the Escrow Agent);
and the Pledgor  covenants  and agrees that it will have like title to and right
to pledge any other  property  at any time  hereafter  pledged to the Pledgee as
Collateral  hereunder and will likewise take all reasonable  steps to defend the
right thereto and security interest therein of the Pledgee.

            6.3 The  Pledgor  covenants  and agrees  that it will take no action
which would violate or be inconsistent  with any of the terms of any Transaction
Document,  or which would have the effect of impairing the position or interests
of the Pledgee under any Transaction Document.

      7. Concerning the Escrow Agent.

            7.1. The Escrow Agent  undertakes to perform only such duties as are
expressly set forth herein and no implied  duties or  obligations  shall be read
into this Agreement against the Escrow Agent.


                                       3
<PAGE>

            7.2.  The  Escrow  Agent may act in  reliance  upon any  writing  or
instrument  or signature  which it, in good faith,  believes to be genuine,  may
assume the validity and accuracy of any statement or assertion contained in such
a writing or instrument,  and may assume that any person  purporting to give any
writing, notice, advice or instructions in connection with the provisions hereof
has been duly  authorized  to do so. The Escrow Agent shall not be liable in any
manner for the sufficiency or correctness as to form, manner, and execution,  or
validity of any  instrument  deposited in this escrow,  nor as to the  identity,
authority,  or right of any person  executing the same; and its duties hereunder
shall be limited to the safekeeping of such certificates,  monies,  instruments,
or other document received by it as such escrow holder,  and for the disposition
of the same in  accordance  with the written  instruments  accepted by it in the
escrow.

            7.3.  Pledgee and the Pledgor hereby agree,  to defend and indemnify
the Escrow  Agent and hold it  harmless  from any and all  claims,  liabilities,
losses,  actions,  suits,  or  proceedings  at law or in  equity,  or any  other
expenses, fees, or charges of any character or nature which it may incur or with
which it may be  threatened  by reason of its acting as Escrow  Agent under this
Agreement;  and in connection  therewith,  to indemnify the Escrow Agent against
any and all  expenses,  including  attorneys'  fees and costs of  defending  any
action,  suit, or  proceeding or resisting any claim (and any costs  incurred by
the Escrow  Agent  pursuant to Section 6.4  hereof).  The Escrow  Agent shall be
vested with a lien on all property deposited  hereunder,  for indemnification of
attorneys' fees and court costs regarding any suit, proceeding or otherwise,  or
any other  expenses,  fees, or charges of any character or nature,  which may be
incurred by the Escrow Agent by reason of disputes arising between the makers of
this escrow as to the correct  interpretation of this Agreement and instructions
given to the Escrow Agent hereunder, or otherwise,  with the right of the Escrow
Agent, regardless of the instructions aforesaid, to hold said property until and
unless said additional expenses, fees, and charges shall be fully paid. Any fees
and costs charged by the Escrow Agent for serving hereunder shall be paid by the
Pledgor.

            7.4.   If  the   parties   shall  be  in   disagreement   about  the
interpretation  of this Agreement,  or about the rights and obligations,  or the
propriety of any action  contemplated by the Escrow Agent hereunder,  the Escrow
Agent may, at its sole discretion  deposit the Pledged  Materials with the Clerk
of the United  States  District  Court of New  Jersey,  sitting  in Newark,  New
Jersey,  and, upon notifying all parties concerned of such action, all liability
on the part of the Escrow  Agent  shall fully  cease and  terminate.  The Escrow
Agent shall be indemnified  by the Pledgor and Pledgee for all costs,  including
reasonable  attorneys'  fees in connection  with the aforesaid  proceeding,  and
shall be fully  protected in suspending  all or a part of its  activities  under
this Agreement  until a final decision or other  settlement in the proceeding is
received.

            7.5.  The Escrow  Agent may consult  with  counsel of its own choice
(and the costs of such  counsel  shall be paid by the Pledgor and  Pledgee)  and
shall have full and complete  authorization  and protection for any action taken
or suffered by it hereunder in good faith and in accordance  with the opinion of
such  counsel.  The Escrow Agent shall not be liable for any mistakes of fact or
error of judgment, or for any actions or omissions of any kind, unless caused by
its willful misconduct or gross negligence.


                                       4
<PAGE>

            7.6. The Escrow Agent may resign upon ten (10) days' written  notice
to the parties in this Agreement.  If a successor  Escrow Agent is not appointed
within  this ten (10) day  period,  the  Escrow  Agent may  petition  a court of
competent jurisdiction to name a successor.

            7.7.  Conflict  Waiver.  The Pledgor  hereby  acknowledges  that the
Escrow Agent is general counsel to the Pledgee, a partner in the general partner
of the Pledgee,  and counsel to the Pledgee in connection with the  transactions
contemplated  and referred  herein.  The Pledgor agrees that in the event of any
dispute  arising in  connection  with this  Agreement or otherwise in connection
with any transaction or agreement  contemplated and referred herein,  the Escrow
Agent shall be permitted  to continue to  represent  the Pledgee and the Pledgor
will not seek to disqualify such counsel and waives any objection  Pledgor might
have with respect to the Escrow  Agent  acting as the Escrow  Agent  pursuant to
this Agreement.

            7.8.  Notices.   Unless  otherwise  provided  herein,  all  demands,
notices,  consents,  service  of  process,  requests  and  other  communications
hereunder  shall be in writing and shall be  delivered in person or by overnight
courier  service,  or  mailed  by  certified  mail,  return  receipt  requested,
addressed:

If to Pledgor, to:                 Earthshell Corporation
                                   3916 State Street, #110
                                   Santa Barbara, California 93105
                                   Attention:        Scott Houston
                                   Telephone:        (805) 563-7590
                                   Facsimile:        (805) 563-7594

With a copy to:                    Kirkpatrick & Lockhart Nicholson Graham, LLP
                                   201 South Biscayne Boulevard, Suite 2000
                                   Miami, Florida 33131
                                   Attention:        Clayton E. Parker, Esq.
                                   Telephone:        (305) 539-3306
                                   Facsimile:        (305) 328-7095

If to the Escrow Agent:            David Gonzalez, Esq.
                                   101 Hudson Street, Suite 3700
                                   Jersey City, NJ 07302
                                   Telephone:        (201) 985-8300
                                   Facsimile:        (201) 985-8744

If to the Pledgee:                 Cornell Capital Partners LP
                                   101 Hudson Street, Suite 3700
                                   Jersey City, NJ 07302
                                   Attention:        Mark A. Angelo
                                   Telephone:        (201) 985-8300
                                   Facsimile:        (201) 985-8744

With copy to:                      Cornell Capital Partners, LP
                                   101 Hudson Street, Suite 3700
                                   Jersey City, NJ 07302
                                   Attention:        Troy J. Rillo, Esquire
                                   Telephone:        (201) 985-8300
                                   Facsimile:        (201) 985-1964


                                       5
<PAGE>

Any such notice  shall be  effective  (a) when  delivered,  if delivered by hand
delivery or overnight courier service, or (b) five (5) days after deposit in the
United States mail, as applicable.

      8. Binding Effect.  All of the covenants and obligations  contained herein
shall be binding upon and shall inure to the benefit of the respective  parties,
their successors and assigns.

      9. Governing Law; Venue; Service of Process. The validity,  interpretation
and  performance  of this Agreement  shall be determined in accordance  with the
laws of the State of Delaware  applicable to contracts  made and to be performed
wholly  within that state  except to the extent that  Federal law  applies.  The
parties hereto agree that any disputes, claims, disagreements, lawsuits, actions
or controversies of any type or nature whatsoever that,  directly or indirectly,
arise from or relate to this Agreement,  including,  without limitation,  claims
relating to the  inducement,  construction,  performance  or termination of this
Agreement,  shall be  brought  in the state  superior  courts  located in Hudson
County, New Jersey or Federal district courts located in Newark, New Jersey, and
the parties  hereto  agree not to challenge  the  selection of that venue in any
such proceeding for any reason,  including,  without limitation,  on the grounds
that such venue is an inconvenient  forum. The parties hereto specifically agree
that  service  of process  may be made,  and such  service  of process  shall be
effective if made, pursuant to Section 8 hereto.

      10.  Enforcement Costs. If any legal action or other proceeding is brought
for the enforcement of this Agreement, or because of an alleged dispute, breach,
default  or   misrepresentation  in  connection  with  any  provisions  of  this
Agreement,  the  successful or prevailing  party or parties shall be entitled to
recover  reasonable  attorneys'  fees,  court costs and all expenses even if not
taxable as court costs (including,  without limitation, all such fees, costs and
expenses  incident  to  appeals),  incurred  in that  action or  proceeding,  in
addition to any other relief to which such party or parties may be entitled.

      11.  Remedies  Cumulative.  No remedy herein  conferred  upon any party is
intended to be  exclusive  of any other  remedy,  and each and every such remedy
shall be  cumulative  and  shall be in  addition  to every  other  remedy  given
hereunder  or now or  hereafter  existing  at law,  in equity,  by  statute,  or
otherwise.  No single or partial  exercise  by any party of any right,  power or
remedy hereunder shall preclude any other or further exercise thereof.

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

      13. No Penalties. No provision of this Agreement is to be interpreted as a
penalty upon any party to this Agreement.


                                       6
<PAGE>

      14. JURY TRIAL.  EACH OF THE  PLEDGEE  AND THE PLEDGOR  HEREBY  KNOWINGLY,
VOLUNTARILY AND  INTENTIONALLY  WAIVES THE RIGHT WHICH IT MAY HAVE TO A TRIAL BY
JURY OF ANY CLAIM,  DEMAND,  ACTION OR CAUSE OF ACTION BASED HEREON,  OR ARISING
OUT OF,  UNDER OR IN ANY WAY  CONNECTED  WITH THE DEALINGS  BETWEEN  PLEDGEE AND
PLEDGOR, THIS PLEDGE AND ESCROW AGREEMENT OR ANY DOCUMENT EXECUTED IN CONNECTION
HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,  STATEMENTS (WHETHER ORAL
OR WRITTEN) OR ACTIONS OF ANY PARTY  HERETO OR THERETO IN EACH CASE  WHETHER NOW
EXISTING  OR  HEREAFTER  ARISING,  AND  WHETHER  IN  CONTRACT,  TORT,  EQUITY OR
OTHERWISE.

                           [signature page to follow]


                                       7
<PAGE>

      IN WITNESS WHEREOF,  the parties hereto have duly executed this Pledge and
Escrow Agreement as of the date first above written.

                                    CORNELL CAPITAL PARTNERS, LP

                                    By: Yorkville Advisors, LLC
                                    Its: General Partner

                                    By: /s/  Mark Angelo
                                       -----------------------------------------
                                    Name:    Mark Angelo
                                    Title: Portfolio Manager

                                    EARTHSHELL CORPORATION

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

                                    ESCROW AGENT

                                    By: /s/ David Gonzalez
                                       -----------------------------------------
                                    Name:   David Gonzalez, Esq.


                                       8
