<SUBMISSION>
<ACCESSION-NUMBER>0001144204-05-017509
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>5
<PERIOD>20050523
<ITEMS>1.01
<ITEMS>3.02
<ITEMS>5.03
<ITEMS>9.01
<FILING-DATE>20050527
<DATE-OF-FILING-DATE-CHANGE>20050527
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>EARTHSHELL CORP
<CIK>0000911801
<ASSIGNED-SIC>2650
<IRS-NUMBER>770322379
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-23567
<FILM-NUMBER>05864610
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>3916 STATE STREET
<STREET2>SUITE 110
<CITY>SANTA BARBARA
<STATE>CA
<ZIP>93105
<PHONE>805.563.7590
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>3916 STATE STREET
<STREET2>SUITE 110
<CITY>SANTA BARBARA
<STATE>CA
<ZIP>93105
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>EARTHSHELL CONTAINER CORP
<DATE-CHANGED>19960521
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>v018961_8k.txt
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) of the
                         SECURITIES EXCHANGE ACT OF 1934

                                  May 26, 2005

                             EARTHSHELL CORPORATION
               (Exact Name of Registrant as Specified in Charter)

          Delaware                     333-13287                77-0322379
(State or other jurisdiction          (Commission             (IRS Employer
      of incorporation)               File Number)          Identification No.)

3916 State St. #110, Santa Barbara, California                      93105
  (Address of principal executive offices)                       (Zip code)

       Registrant's telephone number, including area code: (805) 563-7590

                                 Not Applicable
          (Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 1.01. Entry into a Material Definitive Agreement.

      On March 23,  2005,  the Company  entered into a Security  Agreement  with
Cornell Capital Partners,  LP ("Cornell").  Pursuant to the Security  Agreement,
the Company issued promissory notes to Cornell, in the original principal amount
of $2,500,000 (the "Notes"). The $2,500,000 was disbursed as follows: $1,150,000
on March 28, 2005 and  $1,350,000 on May 18, 2005.  The Notes are secured by the
assets of the  Company  and  shares of stock of  another  entity  pledged  by an
affiliate of that entity (the "Pledgor").  In addition, the Notes are secured by
a pledge of 100 shares of the Company's  Series B Convertible  Preferred  Stock.
The Notes have a one-year term and accrue interest at 12% per year.

      On May 23, 2005,  the Company  entered into a Pledge and Escrow  Agreement
(the  "Pledge  Agreement")  with  Cornell  and  an  escrow  agent  (the  "Escrow
Agreement").  Pursuant to the Pledge  Agreement,  the Company pledged 100 shares
(the  "Shares") of the Company's  newly issued  Series B  Convertible  Preferred
Stock (the  "Preferred  Stock"),  par value $0.01 per share,  as security in the
event of default  under the Notes.  The shares will be released from escrow upon
(i) repayment of $1,350,000 of principal under the Notes;  (ii) in the event the
shares pledged  pursuant to that certain  Amended and Restated Pledge and Escrow
Agreement  by and among the  Pledgor,  Cornell  Capital  Partners and the Escrow
Agent is equal to or exceeds 3 times the amount of  principal  then  outstanding
under the Notes;  (iii) a registration  statement has been declared effective by
the SEC  relating  to the shares to be issued  pursuant  to the  Standby  Equity
Distribution  Agreement;  and (iv) the Shares have been  redeemed  pursuant  the
Certificate of  Designation  of the Preferred  Stock filed with the Secretary of
State of Delaware on May 18, 2005 (the "Certificate of Designation").

      Pursuant  to the  Certificate  of  Designation  approved  by the  Board of
Directors of the Company,  which is effective as of May 18, 2005,  the Preferred
Stock is senior to the Company's  common stock with respect to the  distribution
of the assets of the Company upon  liquidation and junior to all other series of
preferred  stock.  The  holders  of the  Preferred  Stock  are not  entitled  to
dividends or distributions. Each share of Preferred Stock is convertible, at the
option of the holder, at any time upon an event of default under the Notes, into
33,333 shares of fully paid and non-assessable  common stock of the Company. The
Preferred  Stock has no voting  rights,  except as required  under Delaware law.
After full repayment of the Notes,  the Company has the absolute right to redeem
(unless otherwise prevented by law) any outstanding shares of Preferred Stock at
an amount equal to $0.01 per share.

      In connection with the financing with Cornell described above, the Company
issued a warrant to Cornell  Capital to purchase  625,000 shares of common stock
of the Company.  The warrant expires on the later of (a) May 26, 2005 or (b) the
date the Notes are repaid by the Company. The warrants have an exercise price of
$4.00 per share.

Item 3.02. Unregistered Sales of Equity Securities.

      See Item 1.01 above.

Item 5.03. Amendment to Certificate of Incorporation.

      See Item 1.01 above.

Item 9.01. Financial Statements and Exhibits.

      (a)   Not applicable

      (b)   Not applicable

      (c)   Exhibit No. Description


                                       2
<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
Exhibit             Description                                                             Location
---------------------------------------------------------------------------------------------------------
<S>                 <C>                                                                 <C>
Exhibit 99.1        $1,350,000 Promissory Note dated as of May 26, 2005                 Provided herewith
                    and issued to Cornell Capital Partners, LP

Exhibit 99.2        Pledge and Escrow Agreement, dated as of May 26, 2005, by           Provided herewith
                    and among the Company, Cornell Capital Partners, LP and David
                    Gonzalez, Esq.

Exhibit 99.3        Certificate of Designation of the Series B Convertible Preferred    Provided herewith
                    Stock of EarthShell Corporation

Exhibit 99.4        Warrant dated as of May 26, 2005 and issued to Cornell Capital      Provided herewith
                    Partners, LP
</TABLE>


                                       3
<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Date:    May 26, 2005                  EARTHSHELL CORPORATION

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


                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>v018961_ex99-1.txt
<TEXT>
                                 PROMISSORY NOTE
                                 ---------------

                                  May 26, 2005

Jersey City, New Jersey                                               $1,350,000

FOR  VALUE  RECEIVED,  the  undersigned,   EARTHSHELL  CORPORATION,  a  Delaware
corporation (the "Company"),  promises to pay CORNELL CAPITAL PARTNERS,  LP (the
"Lender") at 101 Hudson  Street,  Suite 3700,  Jersey City,  New Jersey 07302 or
other address as the Lender shall  specify in writing,  the principal sum of One
Million Three Hundred Fifty Thousand  Dollars  ($1,350,000)  and interest at the
annual  rate of twelve  percent  (12%) on the  unpaid  balance  pursuant  to the
following terms:

1. Principal and Interest.  For value  received,  the Company hereby promises to
pay to the order of the Lender on the one year anniversary of the date hereof in
lawful money of the United States of America and in immediately  available funds
the  principal  sum  of  One  Million  Three  Hundred  Fifty  Thousand   Dollars
($1,350,000), together with interest on the unpaid principal of this note at the
rate of twelve  percent (12%) per year  (computed on the basis of a 365-day year
and the actual days elapsed) from the three month anniversary of this Promissory
Note (the "Note") until paid.

2. Monthly  Principal  and  Interest  Payments.  The Company  shall make monthly
payments of  principal  and  interest in  accordance  with the payment  schedule
attached hereto as Exhibit A (the "Payment Schedule"). Each payment shall be due
and payable as of the Payment Due Date set forth on the Payment Schedule and all
payment amounts shall be first applied to interest and the balance to principal.
There shall be no prepayment fee or penalty.

3. Right of Prepayment.  Notwithstanding the payments pursuant to Section 2, the
Company at its option shall have the right to prepay any  additional  amounts of
outstanding principal of the Note.

4. Waiver and  Consent.  To the fullest  extent  permitted  by law and except as
otherwise  provided  herein,  the Company waives demand,  presentment,  protest,
notice of dishonor,  suit against or joinder of any other person,  and all other
requirements necessary to charge or hold the Company liable with respect to this
Note.

5. Costs, Indemnities and Expenses. In the event of default as described herein,
the Company agrees to pay all  reasonable  fees and costs incurred by the Lender
in  collecting  or  securing  or  attempting  to  collect  or secure  this Note,
including  reasonable  attorneys'  fees and  expenses,  whether or not involving
litigation,  collecting  upon  any  judgments  and/or  appellate  or  bankruptcy
proceedings.  The Company agrees to pay any documentary stamp taxes,  intangible
taxes  or other  taxes  which  may now or  hereafter  apply to this  Note or any
payment made in respect of this Note,  and the Company  agrees to indemnify  and
hold the Lender harmless from and against any liability, costs, attorneys' fees,
penalties, interest or expenses relating to any such taxes, as and when the same
may be incurred.

<PAGE>

6. Secured  Nature of the Note.  This Note is secured by the Security  Agreement
dated  March  23,  2005  between  the  Company  and the  Lender  (the  "Security
Agreement"), the Amended and Restated Pledge Agreement of even date hereof among
the  Company,  Benton  Wilcoxon,  the  Lender,  and David  Gonzalez,  Esq.  (the
"Composite  Pledge  Agreement"),  and the Pledge and Escrow  Agreement among the
Company,   the  Lender,  and  David  Gonzalez,   Esq.  (the  "EarthShell  Pledge
Agreement").

7. Event of Default. An "Event of Default" shall be deemed to have occurred upon
the  occurrence  of any of the  following:  (i) the Company  should fail for any
reason or for no reason to make any payment of the principal,  interest,  costs,
indemnities,  or expenses pursuant to this Note within ten (10) days of the date
due as  prescribed  herein;  (ii) failure by the Company for ten (10) days after
notice to it to satisfy any of its other  obligations or  requirements or comply
with any of its other agreements  under this Note;  (iii) any proceedings  under
any bankruptcy laws of the United States of America or under any insolvency, not
disclosed to the Lender,  reorganization,  receivership,  readjustment  of debt,
dissolution,  liquidation or any similar law or statute of any  jurisdiction now
or  hereinafter  in effect  (whether in law or at equity) is filed by or against
the  Company  or for all or any part of its  property;  or (iv) a breach  by the
Company of any of its obligations, or a default or an event of default under the
Security  Agreement,  the  EarthShell  Pledge  Agreement,  the Composite  Pledge
Agreement,  or any  other  Transaction  Document  (as  defined  in the  Security
Agreement),  or any other  contract  or  agreement  between  the Company and the
Lender which is not cured by the Company by any applicable cure period contained
therein.  Upon an Event of Default  (as  defined  above),  the entire  principal
balance  and  accrued  interest  outstanding  under  this  Note,  and all  other
obligations of the Company under this Note, shall be immediately due and payable
without  any  action on the part of the  Lender,  interest  shall  accrue on the
unpaid  principal  balance at twenty four percent (24%) per year until collected
(whether  before  or after  the  entry of a court  order)  or the  highest  rate
permitted by  applicable  law, if lower and the Lender shall be entitled to seek
and institute any and all remedies available to it.

8. Maximum  Interest  Rate.  In no event shall any agreed to or actual  interest
charged,  reserved or taken by the Lender as consideration  for this Note exceed
the limits imposed by New Jersey law. In the event that the interest  provisions
of this Note shall result at any time or for any reason in an effective  rate of
interest  that exceeds the maximum  interest rate  permitted by applicable  law,
then without further agreement or notice the obligation to be fulfilled shall be
automatically  reduced  to such  limit and all sums  received  by the  Lender in
excess of those lawfully  collectible  as interest shall be applied  against the
principal of this Note immediately  upon the Lender's receipt thereof,  with the
same force and effect as though the Company  had  specifically  designated  such
extra  sums to be so applied  to  principal  and the Lender had agreed to accept
such extra payment(s) as a premium-free prepayment or prepayments.

9.  Issuance  of  Capital  Stock.  So  long  as any  portion  of  this  Note  is
outstanding,  the Company shall not,  without the prior  written  consent of the
Lender,  (i) issue or sell shares of common  stock or  preferred  stock  without
consideration  or for a  consideration  per share less than the bid price of the
common  stock  determined  immediately  prior to its  issuance,  (ii)  issue any
warrant,  option, right,  contract,  call, or other security instrument granting
the holder thereof,  the right to acquire common stock without  consideration or
for a  consideration  less than such common  stock's bid price value  determined
immediately  prior to it's  issuance,  (iii) enter into any security  instrument
granting  the holder a security  interest  in any and all assets of the  Company
except for  purchase  money  indebtedness  or other  indebtedness  not to exceed
$50,000  without  the prior  written  consent of the Lender  which  shall not be
unreasonably withheld, or (iv) file any registration statement on Form S-8.


                                       2
<PAGE>

10.  Cancellation  of Note.  Upon the  repayment  by the  Company  of all of its
obligations  hereunder  to  the  Lender,  including,   without  limitation,  the
principal  amount  of  this  Note,  plus  accrued  but  unpaid   interest,   the
indebtedness  evidenced hereby shall be deemed canceled and paid in full. Except
as  otherwise  required  by law or by the  provisions  of  this  Note,  payments
received by the Lender  hereunder  shall be applied first  against  expenses and
indemnities,  next against  interest accrued on this Note, and next in reduction
of the outstanding principal balance of this Note.

11. Severability.  If any provision of this Note is, for any reason,  invalid or
unenforceable,  the remaining provisions of this Note will nevertheless be valid
and enforceable and will remain in full force and effect.  Any provision of this
Note that is held invalid or unenforceable by a court of competent  jurisdiction
will be deemed modified to the extent necessary to make it valid and enforceable
and as so modified will remain in full force and effect.

12.  Amendment  and Waiver.  This Note may be amended,  or any provision of this
Note may be waived,  provided that any such  amendment or waiver will be binding
on a party  hereto  only if such  amendment  or waiver is set forth in a writing
executed by the parties hereto.  The waiver by any such party hereto of a breach
of any  provision  of this Note shall not operate or be construed as a waiver of
any other breach.

13. Successors.  Except as otherwise  provided herein,  this Note shall bind and
inure to the  benefit  of and be  enforceable  by the  parties  hereto and their
permitted successors and assigns.

14.  Assignment.  This Note shall not be directly or  indirectly  assignable  or
delegable  by the  Company.  The  Lender  may  assign  this Note as long as such
assignment complies with the Securities Act of 1933, as amended.

15. No Strict Construction.  The language used in this Note will be deemed to be
the language chosen by the parties hereto to express their mutual intent, and no
rule of strict construction will be applied against any party.

16.  Further  Assurances.  Each party hereto will execute all documents and take
such  other  actions  as the other  party  may  reasonably  request  in order to
consummate the  transactions  provided for herein and to accomplish the purposes
of this Note.

17.  Notices,   Consents,   etc.  Any  notices,   consents,   waivers  or  other
communications  required or permitted to be given under the terms hereof must be
in writing and will be deemed to have been  delivered:  (i) upon  receipt,  when
delivered  personally;  (ii)  upon  receipt,  when sent by  facsimile  (provided
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending  party);  or (iii) one (1) trading day after deposit
with a nationally  recognized  overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile  numbers
for such communications shall be:


                                       3
<PAGE>

If to Company:                  EarthShell Corporation
                                3916 State Street, Number 110
                                Santa Barbara, California 93105
                                Attention:        Scott Huston
                                                  Chief Financial Officer
                                Telephone:        (805) 563-7590
                                Facsimile:        (805) 563-7954

With a Copy to:                 Kirkpatrick & Lockhart Nicholson Graham LLP
                                201 S. Biscayne Blvd., Suite 2000
                                Miami, Florida 33131
                                Attention:        Clayton E. Parker, Esq.
                                Telephone:        (305) 539-3306
                                Facsimile:        (305) 358-7095

If to the Lender:               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

or at such other address and/or facsimile number and/or to the attention of such
other person as the  recipient  party has  specified by written  notice given to
each other  party  three (3)  trading  days prior to the  effectiveness  of such
change.  Written  confirmation  of receipt  (A) given by the  recipient  of such
notice,   consent,   waiver  or  other   communication,   (B)   mechanically  or
electronically  generated by the sender's facsimile machine containing the time,
date,  recipient  facsimile  number  and an  image  of the  first  page  of such
transmission  or (C)  provided by a  nationally  recognized  overnight  delivery
service, shall be rebuttable evidence of personal service,  receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

18. Remedies,  Other  Obligations,  Breaches and Injunctive Relief. The Lender's
remedies  provided in this Note shall be cumulative and in addition to all other
remedies available to the Lender under this Note, at law or in equity (including
a decree of specific  performance and/or other injunctive  relief), no remedy of
the Lender  contained  herein  shall be deemed a waiver of  compliance  with the
provisions  giving  rise to such  remedy  and  nothing  herein  shall  limit the
Lender's right to pursue actual damages for any failure by the Company to comply
with the terms of this Note. No remedy conferred under this Note upon the Lender
is  intended  to be  exclusive  of any other  remedy  available  to the  Lender,
pursuant to the terms of this Note or otherwise.  No single or partial  exercise
by the Lender of any right,  power or remedy  hereunder shall preclude any other
or further exercise thereof.  The failure of the Lender to exercise any right or
remedy  under  this Note or  otherwise,  or delay in  exercising  such  right or
remedy,  shall not  operate as a waiver  thereof.  Every right and remedy of the
Lender under any document  executed in connection  with this  transaction may be
exercised  from  time to time  and as often as may be  deemed  expedient  by the
Lender.  The  Company  acknowledges  that  a  breach  by it of  its  obligations
hereunder will cause  irreparable  harm to the Lender and that the remedy at law
for any such breach may be inadequate. The Company therefore agrees that, in the
event of any such breach or threatened breach, the Lender shall be entitled,  in
addition to all other  available  remedies,  to an  injunction  restraining  any
breach, and specific  performance without the necessity of showing economic loss
and without any bond or other security being required.


                                       4
<PAGE>

19.  Governing Law;  Jurisdiction.  All questions  concerning the  construction,
validity,  enforcement and interpretation of this Agreement shall be governed by
the  internal  laws of the State of New  Jersey,  without  giving  effect to any
choice of law or conflict of law  provision or rule (whether of the State of New
Jersey or any other  jurisdictions) that would cause the application of the laws
of any  jurisdictions  other than the State of New  Jersey.  Each  party  hereby
irrevocably  submits to the exclusive  jurisdiction of the Superior Court of the
State of New Jersey sitting in Hudson  County,  New Jersey and the United States
Federal  District  Court for the District of New Jersey  sitting in Newark,  New
Jersey, for the adjudication of any dispute hereunder or in connection  herewith
or therewith,  or with any transaction  contemplated hereby or discussed herein,
and hereby  irrevocably  waives, and agrees not to assert in any suit, action or
proceeding,  any claim that it is not personally  subject to the jurisdiction of
any  such  court,  that  such  suit,  action  or  proceeding  is  brought  in an
inconvenient  forum or that the  venue of such  suit,  action or  proceeding  is
improper.  Each party hereby  irrevocably waives personal service of process and
consents  to process  being  served in any such suit,  action or  proceeding  by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof.  Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.

20. No Inconsistent Agreements.  None of the parties hereto will hereafter enter
into any agreement, which is inconsistent with the rights granted to the parties
in this Note.

21. Third Parties.  Nothing herein  expressed or implied is intended or shall be
construed to confer upon or give to any person or entity, other than the parties
to this Note and their respective permitted successor and assigns, any rights or
remedies under or by reason of this Note.

22. Waiver of Jury Trial. AS A MATERIAL INDUCEMENT FOR THE LENDER TO LOAN TO THE
COMPANY THE MONIES  HEREUNDER,  THE COMPANY  HEREBY WAIVES ANY RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS AGREEMENT AND/OR ANY AND
ALL OF THE OTHER DOCUMENTS ASSOCIATED WITH THIS TRANSACTION.

23. Entire  Agreement.  This Note (including any recitals  hereto) set forth the
entire  understanding  of the parties with respect to the subject matter hereof,
and shall not be  modified  or affected  by any offer,  proposal,  statement  or
representation, oral or written, made by or for any party in connection with the
negotiation of the terms hereof,  and may be modified only by instruments signed
by all of the parties hereto.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       5
<PAGE>

      IN WITNESS WHEREOF, this Promissory Note is executed by the undersigned as
of the date hereof.

                                       CORNELL CAPITAL PARTNERS, LP

                                       By: Yorkville Advisors, LLC
                                       Its: General Partner

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


                                       EARTHSHELL CORPORATION

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


                                       6
<PAGE>

                                   SCHEDULE A
                                PAYMENT SCHEDULE
                                ----------------

Principal                              $1,350,000
Interest                               12%
Closing Date:                          May 26, 2005


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                  Payment
   Payment      Calculation     Payment Due                                                                 Outstanding
                    Date            Date           Interest          Principal       Total Payment Due       Principal
---------------------------------------------------------------------------------------------------------------------------
<S>              <C>             <C>              <C>               <C>                 <C>                 <C>
      1          6/26/2005       6/23/2005          $0.00              $0.00               $0.00            $1,350,000
      2          7/26/2005       7/23/2005          $0.00              $0.00               $0.00            $1,350,000
      3          8/26/2005       8/23/2005          $0.00              $0.00               $0.00            $1,350,000
      4          9/26/2005       9/23/2005        $13,500.00        $150,000.00         $163,500.00         $1,200,000
      5          10/26/2005      10/23/2005       $12,000.00        $150,000.00         $162,000.00         $1,050,000
      6          11/26/2005      11/23/2005       $10,500.00        $150,000.00         $160,500.00          $900,000
      7          12/26/2005      12/23/2005       $9,000.00         $150,000.00         $159,000.00          $750,000
      8          1/26/2006       1/23/2006        $7,500.00         $150,000.00         $157,500.00          $600,000
      9          2/26/2006       2/23/2006        $6,000.00         $150,000.00         $156,000.00          $450,000
     10          3/26/2006       3/23/2006        $4,500.00         $150,000.00         $154,500.00          $300,000
     11          4/26/2006       4/23/2006        $3,000.00         $150,000.00         $153,000.00          $150,000
     12          5/26/2006       5/23/2006        $1,500.00         $150,000.00         $151,500.00             $0
---------------------------------------------------------------------------------------------------------------------------
                                                                      $1,350,000.00
</TABLE>


                                       7
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>v018961_ex99-2.txt
<TEXT>
                           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.


                                       1
<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
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>4
<FILENAME>v018961_ex99-3.txt
<TEXT>
                           CERTIFICATE OF DESIGNATION
                                     OF THE
                      SERIES B CONVERTIBLE PREFERRED STOCK
                           (Par Value $0.01 Per Share)

                                       OF

                             EARTHSHELL CORPORATION

--------------------------------------------------------------------------------

      The undersigned,  a duly authorized officer of EARTHSHELL  CORPORATION,  a
Delaware  corporation  (the  "Company"),  in accordance  with the  provisions of
Section 151 of Delaware  General  Corporation  Law, DOES HEREBY CERTIFY that the
following  resolution  was duly  adopted by the Board of  Directors by unanimous
written consent pursuant to Section 151 of Delaware  General  Corporation Law on
May 18, 2005:

      RESOLVED,  that the Board has determined  that it is in the best interests
of the Company to provide for the  designation  and issuance of certain Series B
Convertible  Preferred  Stock,  par  value of $0.01  per  share  (the  "Series B
Preferred Stock"),  to consist of One Hundred (100) shares, and hereby fixes the
powers,  designations,  preferences, and relative,  participating,  optional and
other special rights of the shares of such Series B Preferred Stock, as follows:

      RESOLVED,  that the Series B  Preferred  Stock  shall  have the  following
powers,  designations,  preferences  and relative,  participating,  optional and
other special rights.

                                    SECTION 1

                              DESIGNATION AND RANK

      1.1.  Designation.  This  resolution  shall provide for a single series of
Preferred  Stock,  the  designation  of which  shall be  "Series  B  Convertible
Preferred  Stock",  par value $0.01 per share.  The number of authorized  shares
constituting  the Series B Preferred  Stock is 100. The Series B Preferred Stock
will have a liquidation preference as determined in Section 3.1 below.

      1.2. Rank.  With respect to the  distribution of the assets of the Company
upon  liquidation,  the Series B  Preferred  Stock shall be senior to the common
stock of the Company, par value $0.01 per share (the "Common Stock"), and junior
to all other series of preferred stock.

                                    SECTION 2

                                 DIVIDEND RIGHTS

      2.1.  Dividends or Distributions.  The holders of Series B Preferred Stock
shall not be entitled to dividends or distributions.


<PAGE>

                                    SECTION 3

                               LIQUIDATION RIGHTS

      3.1. Liquidation Preference. Upon any liquidation, dissolution, or winding
up  of  the  Company,   whether  voluntary  or  involuntary   (collectively,   a
"Liquidation"),  before any  distribution or payment shall be made to any of the
holders of Common  Stock,  the  holders  of Series B  Preferred  Stock  shall be
entitled to receive out of the assets of the  Company,  whether  such assets are
capital,  surplus or  earnings,  an amount  equal to $0.01 per share of Series B
Preferred Stock for each share of Series B Preferred Stock held by them.

                                    SECTION 4

                                CONVERSION RIGHTS

      4.1.  Conversion.  Each  share  of  Series  B  Preferred  Stock  shall  be
convertible (the "Conversion  Rights"),  at the option of the holder thereof, at
any time upon an Event of  Default  (as such term is  defined  in those  certain
Promissory  Notes  dated May 26,  2005 and March 23,  2005 and issued to Cornell
Capital Partners,  collectively  referred to as the "Notes"),  into Thirty Three
Thousand  Three  Hundred  Thirty  Three  (33,333)   shares  of  fully  paid  and
non-assessable Common Stock.

      4.2. Procedures for Conversion.

            (a) In order to  exercise  conversion  rights  pursuant  to  Section
4.1(a) above,  the holder of the Series B Preferred  Stock to be converted shall
deliver an irrevocable  written notice of such exercise to the transfer agent of
the Company (the "Transfer Agent"),  pursuant to the Irrevocable  Transfer Agent
Instructions of even date herewith (the "Intructions"). The holder of any shares
of  Series B  Preferred  Stock  shall,  upon  any  conversion  of such  Series B
Preferred  Stock in  accordance  with this  Section  4,  surrender  certificates
representing  the Series B Preferred  Stock to Transfer  Agent,  pursuant to the
Instructions,  and  specify  the name or names in which such  holder  wishes the
certificate or certificates for shares of Common Stock to be issued. As promptly
as practicable,  the Transfer Agent shall deliver certificates  representing the
number of validly issued, fully paid and nonassessable shares of Common Stock to
which the holder of the Series B Preferred Stock so converted shall be entitled.
Such  conversion,  to the extent  permitted by law, shall be deemed to have been
effected  as of the date of  receipt  by the  Transfer  Agent of any  notice  of
conversion  pursuant to Section 4.1(a) above.  Upon  conversion of any shares of
Series B Preferred Stock, such shares shall cease to constitute shares of Series
B Preferred  Stock and shall  represent only a right to receive shares of common
stock into which they have been converted.

            (b) The Company shall at all times reserve and keep available out of
its  authorized  Common  Stock the full number of shares of Common  Stock of the
Company  issuable  upon the  conversion  of all  outstanding  shares of Series B
Preferred Stock. In the event that the Company does not have a sufficient number
of shares of authorized but unissued  Common Stock necessary to satisfy the full
conversion  of the shares of Series B Preferred  Stock,  then the Company  shall
call and hold a meeting of the  shareholders  within 30 days of such  occurrence
for the sole purpose of  increasing  the number of  authorized  shares of Common
Stock.  The Company's  Board of Directors shall recommend to shareholders a vote
in favor of such  proposal  and shall vote all shares held by them,  in proxy or
otherwise,  in favor of such proposal.  This remedy is not intended to limit the
remedies  available  to the  holders of the  Series B  Preferred  Stock,  but is
intended to be in addition to any other remedies, whether in contract, at law or
in equity.


                                     - 2 -
<PAGE>

                                    SECTION 5

                                NO VOTING RIGHTS

      5.1.  General.  The  Series B  Preferred  Stock  shall not have any voting
rights, except as required under Delaware law.

                                    SECTION 6

                                REDEMPTION RIGHTS

      6.1.  After  full  repayment  of the  Notes,  the  Company  shall have the
absolute right to redeem  (unless  otherwise  prevented by law) any  outstanding
shares of Series B  Preferred  Stock at an amount  equal to $0.01 per share (the
"Redemption  Price").  The Company shall  consummate  the redemption and pay the
Redemption Price within 20 days of the date of such notice. The Redemption Price
shall be paid in immediately available funds.

                                    SECTION 7

                                  MISCELLANEOUS

      7.1. Headings of Subdivisions. The headings of the various Sections hereof
are for convenience of reference only and shall not affect the interpretation of
any of the provisions hereof.

      7.2. Severability of Provisions. If any right, preference or limitation of
the Series B Preferred Stock set forth herein (as this resolution may be amended
from time to time) is invalid, unlawful or incapable of being enforced by reason
of any  rule  of  law or  public  policy,  all  other  rights,  preferences  and
limitations  set forth in this  resolution  (as so  amended)  which can be given
effect  without the invalid,  unlawful or  unenforceable  right,  preference  or
limitation shall,  nevertheless,  remain in full force and effect, and no right,
preference or  limitation  herein set forth shall be deemed  dependent  upon any
other such right, preference or limitation unless so expressed herein.


                                     - 3 -
<PAGE>

      IN WITNESS WHEREOF, the Company has caused this Certificate of Designation
to be  signed,  under  penalties  of  perjury,  by D. Scott  Houston,  its Chief
Financial Officer.

Dated:  May 18, 2005                   EARTHSHELL CORPORATION

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


                                     - 4 -
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>5
<FILENAME>v018961_ex99-4.txt
<TEXT>
                                     WARRANT

THE SECURITIES  REPRESENTED BY THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE  SECURITIES  LAWS. THE
SECURITIES  HAVE BEEN ACQUIRED FOR  INVESTMENT  AND MAY NOT BE OFFERED FOR SALE,
SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION
STATEMENT FOR THE SECURITIES  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  OR
APPLICABLE  STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY
SATISFACTORY  TO THE ISSUER THAT  REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE  STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT.  NOTWITHSTANDING  THE FOREGOING,  THIS WARRANT MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT.

                             EARTHSHELL CORPORATION

                        Warrant To Purchase Common Stock

Warrant No.: CCP-001                                   Number of Shares: 625,000

Date of Issuance: May 26, 2005

EarthShell Corporation, a Delaware corporation (the "Company"), hereby certifies
that, for good and valuable consideration,  the receipt and sufficiency of which
are  hereby  acknowledged,   Cornell  Capital  Partners,  LP  ("Cornell"),   the
registered holder hereof or its permitted assigns,  is entitled,  subject to the
terms set forth  below,  to purchase  from the Company  upon  surrender  of this
Warrant,  at any time or times on or after the date hereof,  but not after 11:59
P.M.  Eastern Time on the Expiration Date (as defined herein) Six Hundred Twenty
Five Thousand (625,000) fully paid and nonassessable  shares of Common Stock (as
defined herein) of the Company (the "Warrant  Shares") at the exercise price per
share  provided in Section  1(b) below or as  subsequently  adjusted;  provided,
however,  that in no event shall the holder be entitled to exercise this Warrant
for a number of Warrant Shares in excess of that number of Warrant Shares which,
upon giving effect to such exercise,  would cause the aggregate number of shares
of Common Stock  beneficially  owned by the holder and its  affiliates to exceed
4.99% of the  outstanding  shares of the Common Stock  following  such exercise,
except  within  sixty (60) days of the  Expiration  Date.  For  purposes  of the
foregoing  proviso,  the aggregate number of shares of Common Stock beneficially
owned by the holder and its  affiliates  shall  include  the number of shares of
Common Stock  issuable  upon  exercise of this Warrant with respect to which the
determination  of such proviso is being made, but shall exclude shares of Common
Stock which would be issuable  upon (i) exercise of the  remaining,  unexercised
Warrants  beneficially  owned by the holder and its affiliates and (ii) exercise
or conversion of the unexercised or unconverted  portion of any other securities
of the Company  beneficially owned by the holder and its affiliates  (including,
without  limitation,  any  convertible  notes or preferred  stock)  subject to a
limitation  on  conversion  or exercise  analogous to the  limitation  contained
herein.  Except as set forth in the  preceding  sentence,  for  purposes of this
paragraph,  beneficial  ownership shall be calculated in accordance with Section
13(d) of the Securities  Exchange Act of 1934, as amended.  For purposes of this
Warrant,  in  determining  the number of  outstanding  shares of Common  Stock a
holder may rely on the number of outstanding shares of Common Stock as reflected
in (1) the Company's most recent Form 10-QSB or Form 10-KSB, as the case may be,
(2) a more recent public  announcement by the Company or (3) any other notice by
the Company or its transfer  agent  setting forth the number of shares of Common
Stock  outstanding.  Upon the written  request of any holder,  the Company shall
promptly,  but in no event later than one (1) Business Day following the receipt
of such  notice,  confirm in writing to any such  holder the number of shares of
Common Stock then outstanding.  In any case, the number of outstanding shares of
Common Stock shall be determined after giving effect to the exercise of Warrants
(as defined below) by such holder and its affiliates  since the date as of which
such number of outstanding shares of Common Stock was reported.


                                       1
<PAGE>

      Section 1.

            (a)  This  warrant  is  the  common  stock  purchase   warrant  (the
"Warrant")  issued  pursuant  to Cornell  in  connection  with the  transactions
described in the Transaction Documents (as defined below)

            (b)  Definitions.  The  following  words  and  terms as used in this
Warrant shall have the following meanings:

                  (i)  "Approved  Stock Plan" means any  employee  benefit  plan
which has been  approved by the Board of Directors  of the Company,  pursuant to
which  the  Company's  securities  may be  issued to any  employee,  officer  or
director for services provided to the Company.

                  (ii) "Business Day" means any day other than Saturday,  Sunday
or other day on which commercial banks in the City of New York are authorized or
required by law to remain closed.

                  (iii)  "Closing  Bid  Price"  means the  closing  bid price of
Common  Stock as  quoted on the  Principal  Market  (as  reported  by  Bloomberg
Financial Markets ("Bloomberg") through its "Volume at Price" function).

                  (iv) "Common Stock" means (i) the Company's  common stock, par
value $0.001 per share,  and (ii) any capital stock into which such Common Stock
shall have been changed or any capital stock  resulting from a  reclassification
of such Common Stock.

                  (v) "Event of  Default"  means an event of  default  under the
Transaction Documents (as defined below).

                  (vi) "Excluded  Securities"  means,  provided such security is
issued at a price which is greater  than or equal to the  arithmetic  average of
the Closing Bid Prices of the Common Stock for the ten (10) consecutive  trading
days immediately preceding the date of issuance,  any of the following:  (a) any
issuance by the Company of securities in connection with a strategic partnership
or a joint  venture  (the  primary  purpose  of  which  is not to  raise  equity
capital),  (b) any issuance by the Company of securities as consideration  for a
merger or consolidation or the acquisition of a business,  product,  license, or
other assets of another  person or entity and (c) options to purchase  shares of
Common  Stock,  provided  (I) such  options  are  issued  after the date of this
Warrant to employees of the Company  within thirty (30) days of such  employee's
starting his  employment  with the Company,  and (II) the exercise price of such
options is not less than the Closing  Bid Price of the Common  Stock on the date
of issuance of such option.


                                       2
<PAGE>

                  (vii)  "Expiration  Date"  means the later of (a) the date one
(1) year from the  Issuance  Date of this  Warrant  or, (b) that date sixty (60)
days after the date that all amounts owed to Cornell under the  Promissory  Note
(a) defined below, including principal, interest, costs, fees, and other amounts
have been fully repaid by the Company. If such date falls on a Saturday,  Sunday
or other day on which banks are required or  authorized to be closed in the City
of New York or the State of New York or on which  trading does not take place on
the Principal  Exchange or automated  quotation system on which the Common Stock
is traded (a "Holiday"), the next date that is not a Holiday.

                  (viii) "Issuance Date" means the date hereof.

                  (ix)  "Options"  means any  rights,  warrants  or  options  to
subscribe for or purchase Common Stock or Convertible Securities.

                  (x) "Other Securities" means (i) those options and warrants of
the Company  issued  prior to, and  outstanding  on, the  Issuance  Date of this
Warrant,  (ii) the shares of Common  Stock  issuable on exercise of such options
and  warrants,  provided  such options and  warrants  are not amended  after the
Issuance Date of this Warrant and (iii) the shares of Common Stock issuable upon
exercise of this Warrant.

                  (xi)  "Person"  means  an  individual,   a  limited  liability
company,  a  partnership,   a  joint  venture,   a  corporation,   a  trust,  an
unincorporated  organization  and a  government  or  any  department  or  agency
thereof.

                  (xii)  "Principal  Market" means the New York Stock  Exchange,
the American Stock  Exchange,  the Nasdaq National  Market,  the Nasdaq SmallCap
Market,  whichever is at the time the principal  trading  exchange or market for
such security,  or the over-the-counter  market on the electronic bulletin board
for such security as reported by Bloomberg or, if no bid or sale  information is
reported for such security by  Bloomberg,  then the average of the bid prices of
each of the market  makers for such security as reported in the "pink sheets" by
the National Quotation Bureau, Inc.

                  (xiii)  "Securities  Act" means the Securities Act of 1933, as
amended.

                  (xiv)  "Transaction  Documents"  means the Security  Agreement
dated March 23, 2004 between the Company and Cornell ("Security Agreement"), the
Promissory Notes issued, or to be issued to Cornell under the Security Agreement
(the  "Promissory  Note"),  the Pledge and Escrow Agreement dated March 23, 2005
between the Company,  Cornell,  Benton  Wilcoxon,  and David Gonzalez,  Esq. the
Pledge and Escrow Agreement dated the date hereof between the Company,  Cornell,
and David Gonzalez,  Esq., and the Irrevocable Transfer Agent Instructions dated
the date hereof between the Company,  Cornell,  U.S. Stock Transfer Corporation,
and David Gonzalez, Esq.


                                       3
<PAGE>

                  (xv) "Warrant"  means this Warrant and all Warrants  issued in
exchange, transfer or replacement thereof.

                  (xvi)   "Warrant   Exercise   Price"  shall  be  $4.00  or  as
subsequently adjusted as provided in Section 8 hereof.

                  (xvii)  "Warrant  Shares"  means the  shares  of Common  Stock
issuable at any time upon exercise of this Warrant.

            (c) Other Definitional Provisions.

                  (i)  Except as  otherwise  specified  herein,  all  references
herein (A) to the Company  shall be deemed to include the  Company's  successors
and (B) to any  applicable  law defined or  referred  to herein  shall be deemed
references to such applicable law as the same may have been or may be amended or
supplemented from time to time.

                  (ii) When used in this Warrant, the words "herein",  "hereof",
and "hereunder"  and words of similar  import,  shall refer to this Warrant as a
whole  and not to any  provision  of this  Warrant,  and  the  words  "Section",
"Schedule", and "Exhibit" shall refer to Sections of, and Schedules and Exhibits
to, this Warrant unless otherwise specified.

                  (iii)  Whenever  the context so  requires,  the neuter  gender
includes the masculine or feminine, and the singular number includes the plural,
and vice versa.

      Section 2. Exercise of Warrant.

            (a) Subject to the terms and conditions hereof,  this Warrant may be
exercised by the holder hereof then registered on the books of the Company,  pro
rata as  hereinafter  provided,  at any time on any Business Day on or after the
opening of business on such  Business Day,  commencing  with the first day after
the date hereof,  and prior to 11:59 P.M.  Eastern Time on the Expiration  Date:
(i) by  delivering  a written  notice,  in the form of the  subscription  notice
attached as Exhibit A hereto (the "Exercise Notice"),  of such holder's election
to exercise  this  Warrant,  which  notice  shall  specify the number of Warrant
Shares to be purchased, payment to the Company of an amount equal to the Warrant
Exercise Price(s)  applicable to the Warrant Shares being purchased,  multiplied
by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to
which this Warrant is being  exercised  (plus any  applicable  issue or transfer
taxes) (the "Aggregate  Exercise Price") in cash or wire transfer of immediately
available  funds  and the  surrender  of  this  Warrant  (or an  indemnification
undertaking  with  respect  to this  Warrant  in the case of its loss,  theft or
destruction)  to a common carrier for overnight  delivery to the Company as soon
as  practicable  following  such date  ("Cash  Basis") or (ii) if at the time of
exercise,  the  Warrant  Shares  are not  subject to an  effective  registration
statement  or if an Event of Default has  occurred,  by  delivering  an Exercise
Notice and in lieu of making payment of the Aggregate  Exercise Price in cash or
wire  transfer,  elect instead to receive upon such exercise the "Net Number" of
shares of Common  Stock  determined  according  to the  following  formula  (the
"Cashless Exercise"):


                                       4
<PAGE>

         Net Number = (A x B) - (A x C)
                      -----------------
                               B

            For purposes of the foregoing formula:

            A = the total  number of Warrant  Shares with  respect to which this
            Warrant is then being exercised.

            B = the  Closing  Bid  Price  of the  Common  Stock  on the  date of
            exercise of the Warrant.

            C = the  Warrant  Exercise  Price then in effect for the  applicable
            Warrant Shares at the time of such exercise.

      In the event of any exercise of the rights  represented by this Warrant in
compliance  with this Section 2, the Company  shall on the fifth (5th)  Business
Day following the date of receipt of the Exercise Notice, the Aggregate Exercise
Price and this Warrant (or an  indemnification  undertaking with respect to this
Warrant in the case of its loss,  theft or  destruction)  and the receipt of the
representations of the holder specified in Section 6 hereof, if requested by the
Company  (the  "Exercise  Delivery  Documents"),  and if the Common Stock is DTC
eligible,  credit such  aggregate  number of shares of Common Stock to which the
holder shall be entitled to the holder's or its designee's  balance account with
The Depository Trust Company; provided, however, if the holder who submitted the
Exercise Notice requested physical delivery of any or all of the Warrant Shares,
or, if the Common Stock is not DTC eligible then the Company shall, on or before
the  fifth  (5th)  Business  Day  following  receipt  of the  Exercise  Delivery
Documents, issue and surrender to a common carrier for overnight delivery to the
address specified in the Exercise Notice, a certificate,  registered in the name
of the  holder,  for the  number of shares of Common  Stock to which the  holder
shall be entitled pursuant to such request. Upon delivery of the Exercise Notice
and Aggregate  Exercise Price referred to in clause (i) or (ii) above the holder
of this Warrant  shall be deemed for all  corporate  purposes to have become the
holder of record of the Warrant  Shares with  respect to which this  Warrant has
been exercised.  In the case of a dispute as to the determination of the Warrant
Exercise  Price,  the Closing  Bid Price or the  arithmetic  calculation  of the
Warrant  Shares,  the Company shall  promptly  issue to the holder the number of
Warrant Shares that is not disputed and shall submit the disputed determinations
or arithmetic  calculations to the holder via facsimile  within one (1) Business
Day of receipt of the holder's Exercise Notice.

            (b) If the  holder  and the  Company  are  unable to agree  upon the
determination  of the Warrant  Exercise  Price or arithmetic  calculation of the
Warrant Shares within one (1) day of such disputed  determination  or arithmetic
calculation  being submitted to the holder,  then the Company shall  immediately
submit via  facsimile  (i) the disputed  determination  of the Warrant  Exercise
Price or the Closing Bid Price to an independent,  reputable  investment banking
firm or (ii) the disputed  arithmetic  calculation  of the Warrant Shares to its
independent,  outside accountant. The Company shall cause the investment banking
firm or the  accountant,  as the case may be, to perform the  determinations  or
calculations  and notify the Company and the holder of the results no later than
forty-eight (48) hours from the time it receives the disputed  determinations or
calculations.  Such investment  banking firm's or accountant's  determination or
calculation,  as the case may be,  shall be deemed  conclusive  absent  manifest
error.


                                       5
<PAGE>

            (c) Unless the rights represented by this Warrant shall have expired
or shall have been fully  exercised,  the Company shall,  as soon as practicable
and in no event later than five (5) Business  Days after any exercise and at its
own  expense,  issue a new Warrant  identical  in all  respects to this  Warrant
exercised  except it shall  represent  rights to purchase  the number of Warrant
Shares  purchasable  immediately  prior  to such  exercise  under  this  Warrant
exercised,  less the number of Warrant Shares with respect to which such Warrant
is exercised.

            (d) No fractional  Warrant Shares are to be issued upon any pro rata
exercise of this  Warrant,  but rather the number of Warrant  Shares issued upon
such  exercise of this Warrant  shall be rounded up or down to the nearest whole
number.

            (e) If the Company or its  Transfer  Agent shall fail for any reason
or for no reason to issue to the  holder  within ten (10) days of receipt of the
Exercise Delivery  Documents,  a certificate for the number of Warrant Shares to
which the holder is entitled or to credit the holder's  balance account with The
Depository  Trust Company for such number of Warrant  Shares to which the holder
is entitled upon the holder's  exercise of this Warrant,  the Company shall,  in
addition  to any other  remedies  under  this  Warrant  or the  Placement  Agent
Agreement or otherwise  available to such holder,  pay as additional  damages in
cash to such  holder on each day the  issuance of such  certificate  for Warrant
Shares is not timely  effected  an amount  equal to 0.025% of the product of (A)
the sum of the  number of  Warrant  Shares  not issued to the holder on a timely
basis and to which the holder is entitled,  and (B) the Closing Bid Price of the
Common Stock for the trading day  immediately  preceding  the last possible date
which the Company  could have issued  such  Common  Stock to the holder  without
violating this Section 2.

            (f) If within  ten (10)  days  after the  Company's  receipt  of the
Exercise Delivery  Documents,  the Company fails to deliver a new Warrant to the
holder  for the  number of  Warrant  Shares  to which  such  holder is  entitled
pursuant to Section 2 hereof,  then, in addition to any other available remedies
under this Warrant or the Placement Agent Agreement,  or otherwise  available to
such holder,  the Company shall pay as additional damages in cash to such holder
on each day after such tenth  (10th) day that such  delivery of such new Warrant
is not timely  effected  in an amount  equal to 0.25% of the  product of (A) the
number of Warrant Shares represented by the portion of this Warrant which is not
being  exercised  and (B) the  Closing  Bid  Price of the  Common  Stock for the
trading day immediately preceding the last possible date which the Company could
have issued such Warrant to the holder without violating this Section 2.

      Section 3. Covenants as to Common Stock.  The Company hereby covenants and
agrees as follows:

            (a) This Warrant is, and any Warrants issued in substitution  for or
replacement  of this Warrant will upon issuance be, duly  authorized and validly
issued.

            (b) All Warrant  Shares which may be issued upon the exercise of the
rights represented by this Warrant will, upon issuance, be validly issued, fully
paid and nonassessable  and free from all taxes,  liens and charges with respect
to the issue thereof.

            (c) During the period  within which the rights  represented  by this
Warrant may be  exercised,  the Company  will at all times have  authorized  and
reserved at least one hundred  percent  (100%) of the number of shares of Common
Stock needed to provide for the exercise of the rights then  represented by this
Warrant and the par value of said shares will at all times be less than or equal
to the applicable  Warrant  Exercise  Price. If at any time the Company does not
have a sufficient  number of shares of Common Stock  authorized  and  available,
then the  Company  shall  call and hold a special  meeting  of its  stockholders
within  sixty  (60) days of that time for the sole  purpose  of  increasing  the
number of authorized shares of Common Stock.


                                       6
<PAGE>

            (d) If at any time after the date  hereof the  Company  shall file a
registration  statement,   (including,   without  limitation,  the  registration
statement  to be  filed  by the  Company  pursuant  to the  Registration  Rights
Agreement  dated March 23, 2005  between  the Company and  Cornell)  the Company
shall include the Warrant Shares  issuable to the holder,  pursuant to the terms
of this Warrant on such  registration  statement and shall maintain,  so long as
any other shares of Common Stock shall be so listed, such listing of all Warrant
Shares from time to time  issuable  upon the exercise of this  Warrant;  and the
Company  shall  so  list on  each  national  securities  exchange  or  automated
quotation  system,  as the case may be, and shall  maintain such listing of, any
other shares of capital stock of the Company  issuable upon the exercise of this
Warrant if and so long as any  shares of the same class  shall be listed on such
national securities exchange or automated quotation system.

            (e)  The  Company   will  not,  by  amendment  of  its  Articles  of
Incorporation or through any reorganization,  transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the  observance or  performance of any of the terms to be
observed  or  performed  by it  hereunder,  but will at all times in good  faith
assist in the  carrying  out of all the  provisions  of this  Warrant and in the
taking of all such action as may  reasonably  be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant
against dilution or other  impairment,  consistent with the tenor and purpose of
this  Warrant.  The  Company  will not  increase  the par value of any shares of
Common Stock  receivable  upon the  exercise of this  Warrant  above the Warrant
Exercise  Price  then in effect,  and (ii) will take all such  actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and  nonassessable  shares of Common  Stock upon the exercise of this
Warrant.

            (f) This Warrant will be binding upon any entity  succeeding  to the
Company by merger,  consolidation or acquisition of all or substantially  all of
the Company's assets.

      Section 4.  Taxes.  The  Company  shall pay any and all taxes,  except any
applicable  withholding,  which may be payable  with respect to the issuance and
delivery of Warrant Shares upon exercise of this Warrant.

      Section 5. Warrant  Holder Not Deemed a  Stockholder.  Except as otherwise
specifically  provided  herein,  no holder,  as such,  of this Warrant  shall be
entitled  to vote or  receive  dividends  or be deemed  the  holder of shares of
capital stock of the Company for any purpose,  nor shall  anything  contained in
this Warrant be construed to confer upon the holder hereof,  as such, any of the
rights of a  stockholder  of the Company or any right to vote,  give or withhold
consent to any corporate  action  (whether any  reorganization,  issue of stock,
reclassification  of stock,  consolidation,  merger,  conveyance or  otherwise),
receive  notice of  meetings,  receive  dividends  or  subscription  rights,  or
otherwise,  prior to the  issuance to the holder of this  Warrant of the Warrant
Shares which he or she is then entitled to receive upon the due exercise of this
Warrant.  In addition,  nothing  contained in this Warrant shall be construed as
imposing  any  liabilities  on such  holder to  purchase  any  securities  (upon
exercise of this  Warrant or  otherwise)  or as a  stockholder  of the  Company,
whether  such  liabilities  are  asserted by the Company or by  creditors of the
Company.  Notwithstanding this Section 5, the Company will provide the holder of
this Warrant with copies of the same notices and other  information given to the
stockholders of the Company generally, contemporaneously with the giving thereof
to the stockholders.


                                       7
<PAGE>

      Section 6.  Representations of Holder. The holder of this Warrant,  by the
acceptance hereof,  represents that it is acquiring this Warrant and the Warrant
Shares for its own account for investment  only and not with a view towards,  or
for resale in connection  with, the public sale or  distribution of this Warrant
or the Warrant Shares, except pursuant to sales registered or exempted under the
Securities Act; provided,  however,  that by making the representations  herein,
the holder does not agree to hold this Warrant or any of the Warrant  Shares for
any minimum or other  specific  term and  reserves  the right to dispose of this
Warrant and the Warrant  Shares at any time in accordance  with or pursuant to a
registration  statement or an exemption  under the Securities Act. The holder of
this Warrant further  represents,  by acceptance hereof,  that, as of this date,
such  holder  is an  "accredited  investor"  as  such  term is  defined  in Rule
501(a)(1) of Regulation D promulgated by the Securities and Exchange  Commission
under the  Securities  Act (an  "Accredited  Investor").  Upon  exercise of this
Warrant the holder shall, if requested by the Company,  confirm in writing, in a
form satisfactory to the Company, that the Warrant Shares so purchased are being
acquired  solely for the holder's own account and not as a nominee for any other
party,  for  investment,  and not with a view toward  distribution or resale and
that such holder is an  Accredited  Investor.  If such  holder  cannot make such
representations  because  they  would  be  factually  incorrect,  it  shall be a
condition to such  holder's  exercise of this  Warrant that the Company  receive
such other  representations  as the Company  considers  reasonably  necessary to
assure the Company that the  issuance of its  securities  upon  exercise of this
Warrant shall not violate any United States or state securities laws.

      Section 7. Ownership and Transfer.

            (a) The Company shall  maintain at its principal  executive  offices
(or such other office or agency of the Company as it may  designate by notice to
the holder  hereof),  a register for this  Warrant,  in which the Company  shall
record the name and  address of the person in whose name this  Warrant  has been
issued,  as well as the name and  address of each  transferee.  The  Company may
treat the person in whose name any Warrant is  registered on the register as the
owner and holder  thereof for all  purposes,  notwithstanding  any notice to the
contrary,  but in all events  recognizing  any transfers made in accordance with
the terms of this Warrant.

      Section 8. Adjustment of Warrant Exercise Price and Number of Shares.  The
Warrant  Exercise  Price and the number of shares of Common Stock  issuable upon
exercise of this Warrant shall be adjusted from time to time as follows:

            (a)  Adjustment of Warrant  Exercise Price and Number of Shares upon
Issuance of Common Stock.  If and whenever on or after the Issuance Date of this
Warrant,  the Company issues or sells,  or is deemed to have issued or sold, any
shares of Common Stock (other than (i)  Excluded  Securities  and (ii) shares of
Common  Stock  which are issued or deemed to have been  issued by the Company in
connection  with an Approved  Stock Plan or upon  exercise or  conversion of the
Other  Securities)  for a  consideration  per  share  less  than  a  price  (the
"Applicable  Price") equal to the Warrant  Exercise Price in effect  immediately
prior to such issuance or sale,  then  immediately  after such issue or sale the
Warrant  Exercise  Price then in effect  shall be reduced to an amount  equal to
such  consideration per share. Upon each such adjustment of the Warrant Exercise
Price  hereunder,  the number of Warrant  Shares  issuable upon exercise of this
Warrant shall be adjusted to the number of shares  determined by multiplying the
Warrant  Exercise Price in effect  immediately  prior to such  adjustment by the
number of Warrant  Shares  issuable  upon  exercise of this Warrant  immediately
prior to such  adjustment  and  dividing  the  product  thereof  by the  Warrant
Exercise Price resulting from such adjustment. Notwithstanding the forgoing, the
Warrant Exercise Price shall not be adjusted below $3.00 pursuant to the Section
8(a).


                                       8
<PAGE>

            (b) Effect on Warrant Exercise Price of Certain Events. For purposes
of determining the adjusted Warrant Exercise Price under Section 8(a) above, the
following shall be applicable:

                  (i) Issuance of Options. If after the date hereof, the Company
in any manner  grants any Options  and the lowest  price per share for which one
share of Common  Stock is issuable  upon the exercise of any such Option or upon
conversion or exchange of any convertible  securities  issuable upon exercise of
any such  Option is less than the  Applicable  Price,  then such share of Common
Stock shall be deemed to be outstanding  and to have been issued and sold by the
Company at the time of the  granting  or sale of such  Option for such price per
share.  For  purposes of this  Section  8(b)(i),  the lowest price per share for
which one share of Common  Stock is issuable  upon  exercise of such  Options or
upon conversion or exchange of such Convertible Securities shall be equal to the
sum of the lowest  amounts of  consideration  (if any) received or receivable by
the Company  with  respect to any one share of Common Stock upon the granting or
sale of the Option,  upon exercise of the Option or upon  conversion or exchange
of any convertible  security  issuable upon exercise of such Option.  No further
adjustment of the Warrant  Exercise Price shall be made upon the actual issuance
of such Common Stock or of such convertible securities upon the exercise of such
Options or upon the actual  issuance of such  Common  Stock upon  conversion  or
exchange of such convertible securities.

                  (ii) Issuance of Convertible Securities. If the Company in any
manner issues or sells any convertible securities and the lowest price per share
for which one share of Common Stock is issuable upon the  conversion or exchange
thereof is less than the Applicable Price, then such share of Common Stock shall
be deemed to be  outstanding  and to have been issued and sold by the Company at
the time of the issuance or sale of such  convertible  securities for such price
per share. For the purposes of this Section 8(b)(ii), the lowest price per share
for which one share of Common Stock is issuable upon such conversion or exchange
shall  be equal  to the sum of the  lowest  amounts  of  consideration  (if any)
received or  receivable by the Company with respect to one share of Common Stock
upon the issuance or sale of the  convertible  security and upon  conversion  or
exchange of such  convertible  security.  No further  adjustment  of the Warrant
Exercise Price shall be made upon the actual  issuance of such Common Stock upon
conversion or exchange of such convertible securities,  and if any such issue or
sale of such  convertible  securities  is made upon  exercise of any Options for
which  adjustment  of the  Warrant  Exercise  Price  had  been or are to be made
pursuant to other provisions of this Section 8(b), no further  adjustment of the
Warrant Exercise Price shall be made by reason of such issue or sale.


                                       9
<PAGE>

                  (iii)  Change in Option  Price or Rate of  Conversion.  If the
purchase price provided for in any Options,  the  additional  consideration,  if
any,  payable  upon  the  issue,  conversion  or  exchange  of  any  convertible
securities, or the rate at which any convertible securities are convertible into
or exchangeable for Common Stock changes at any time, the Warrant Exercise Price
in effect at the time of such change  shall be adjusted to the Warrant  Exercise
Price  which  would  have  been in  effect  at such  time  had such  Options  or
convertible  securities  provided for such changed  purchase  price,  additional
consideration  or  changed  conversion  rate,  as the case  may be,  at the time
initially granted, issued or sold and the number of Warrant Shares issuable upon
exercise of this Warrant shall be  correspondingly  readjusted.  For purposes of
this Section 8(b)(iii),  if the terms of any Option or convertible security that
was  outstanding  as of the  Issuance  Date of this  Warrant  are changed in the
manner  described in the  immediately  preceding  sentence,  then such Option or
convertible  security  and the  Common  Stock  deemed  issuable  upon  exercise,
conversion  or  exchange  thereof  shall be deemed to have been issued as of the
date of such change.  No adjustment  pursuant to this Section 8(b) shall be made
if such  adjustment  would result in an increase of the Warrant  Exercise  Price
then in effect.

            (c) Effect on Warrant Exercise Price of Certain Events. For purposes
of determining the adjusted Warrant Exercise Price under Sections 8(a) and 8(b),
the following shall be applicable:

                  (i)  Calculation  of  Consideration  Received.  If any  Common
Stock,  Options or  convertible  securities are issued or sold or deemed to have
been  issued or sold for cash,  the  consideration  received  therefore  will be
deemed to be the net amount  received  by the Company  therefore.  If any Common
Stock, Options or convertible  securities are issued or sold for a consideration
other than cash, the amount of such  consideration  received by the Company will
be the  fair  value  of such  consideration,  except  where  such  consideration
consists of  marketable  securities,  in which case the amount of  consideration
received by the Company will be the market price of such  securities on the date
of  receipt of such  securities.  If any Common  Stock,  Options or  convertible
securities  are issued to the owners of the  non-surviving  entity in connection
with any merger in which the  Company  is the  surviving  entity,  the amount of
consideration  therefore  will be deemed to be the fair value of such portion of
the net assets and business of the  non-surviving  entity as is  attributable to
such Common Stock,  Options or convertible  securities,  as the case may be. The
fair value of any consideration other than cash or securities will be determined
jointly  by the  Company  and the  holders  of  Warrants  representing  at least
two-thirds (b) of the Warrant Shares issuable upon exercise of the Warrants then
outstanding.  If such parties are unable to reach agreement within ten (10) days
after the occurrence of an event requiring  valuation (the  "Valuation  Event"),
the fair value of such consideration will be determined within five (5) Business
Days after the tenth (10th) day following the Valuation Event by an independent,
reputable  appraiser jointly selected by the Company and the holders of Warrants
representing  at  least  two-thirds  (b) of the  Warrant  Shares  issuable  upon
exercise of the Warrants then  outstanding.  The determination of such appraiser
shall be final and binding  upon all  parties and the fees and  expenses of such
appraiser shall be borne jointly by the Company and the holders of Warrants.


                                       10
<PAGE>

                  (ii) Integrated Transactions.  In case any Option is issued in
connection with the issue or sale of other  securities of the Company,  together
comprising one  integrated  transaction  in which no specific  consideration  is
allocated to such Options by the parties thereto,  the Options will be deemed to
have been issued for a consideration of $.01.

                  (iii)  Treasury  Shares.  The number of shares of Common Stock
outstanding  at any given time does not include  shares  owned or held by or for
the account of the Company,  and the  disposition of any shares so owned or held
will be considered an issue or sale of Common Stock.

                  (iv) Record Date. If the Company takes a record of the holders
of Common Stock for the purpose of  entitling  them (1) to receive a dividend or
other distribution payable in Common Stock, Options or in convertible securities
or (2) to  subscribe  for or  purchase  Common  Stock,  Options  or  convertible
securities,  then such record date will be deemed to be the date of the issue or
sale of the shares of Common  Stock  deemed to have been issued or sold upon the
declaration  of such  dividend or the making of such other  distribution  or the
date of the granting of such right of subscription or purchase,  as the case may
be.

            (d)  Adjustment  of  Warrant  Exercise  Price  upon  Subdivision  or
Combination  of  Common  Stock.  If the  Company  at any time  after the date of
issuance  of this  Warrant  subdivides  (by any  stock  split,  stock  dividend,
recapitalization  or otherwise) one or more classes of its outstanding shares of
Common  Stock into a greater  number of shares,  any Warrant  Exercise  Price in
effect immediately prior to such subdivision will be proportionately reduced and
the number of shares of Common Stock  obtainable  upon  exercise of this Warrant
will be proportionately  increased. If the Company at any time after the date of
issuance  of this  Warrant  combines  (by  combination,  reverse  stock split or
otherwise) one or more classes of its outstanding  shares of Common Stock into a
smaller number of shares, any Warrant Exercise Price in effect immediately prior
to such combination will be proportionately  increased and the number of Warrant
Shares issuable upon exercise of this Warrant will be proportionately decreased.
Any  adjustment  under this Section 8(d) shall become  effective at the close of
business on the date the subdivision or combination becomes effective.

            (e) Distribution of Assets. If the Company shall declare or make any
dividend or other  distribution  of its assets (or rights to acquire its assets)
to holders of Common Stock, by way of return of capital or otherwise (including,
without  limitation,  any  distribution  of cash,  stock  or  other  securities,
property or options by way of a dividend, spin off, reclassification,  corporate
rearrangement  or other similar  transaction)  (a  "Distribution"),  at any time
after the issuance of this Warrant, then, in each such case:

                  (i) any Warrant Exercise Price in effect  immediately prior to
the close of business on the record date fixed for the  determination of holders
of Common Stock entitled to receive the Distribution shall be reduced, effective
as of the close of  business  on such  record  date,  to a price  determined  by
multiplying such Warrant Exercise Price by a fraction of which (A) the numerator
shall  be the  Closing  Sale  Price  of the  Common  Stock  on the  trading  day
immediately  preceding such record date minus the value of the  Distribution (as
determined in good faith by the Company's Board of Directors)  applicable to one
share of Common Stock,  and (B) the denominator  shall be the Closing Sale Price
of the Common Stock on the trading day  immediately  preceding such record date;
and


                                       11
<PAGE>

                  (ii) either (A) the number of Warrant Shares  obtainable  upon
exercise of this  Warrant  shall be increased to a number of shares equal to the
number of shares of Common Stock  obtainable  immediately  prior to the close of
business  on the record  date fixed for the  determination  of holders of Common
Stock entitled to receive the  Distribution  multiplied by the reciprocal of the
fraction set forth in the immediately  preceding clause (i), or (B) in the event
that the  Distribution  is of common  stock of a company  whose  common stock is
traded on a  national  securities  exchange  or a national  automated  quotation
system,  then the holder of this Warrant shall receive an additional  warrant to
purchase  Common  Stock,  the terms of which shall be identical to those of this
Warrant,  except that such warrant shall be  exercisable  into the amount of the
assets that would have been  payable to the holder of this  Warrant  pursuant to
the Distribution had the holder exercised this Warrant immediately prior to such
record date and with an exercise price equal to the amount by which the exercise
price of this Warrant was decreased with respect to the Distribution pursuant to
the terms of the immediately preceding clause (i).

            (f) Certain Events.  If any event occurs of the type contemplated by
the  provisions  of  this  Section  8 but  not  expressly  provided  for by such
provisions  (including,  without limitation,  the granting of stock appreciation
rights,  phantom  stock rights or other rights with equity  features),  then the
Company's Board of Directors will make an appropriate  adjustment in the Warrant
Exercise Price and the number of shares of Common Stock obtainable upon exercise
of this  Warrant so as to protect  the  rights of the  holders of the  Warrants;
provided,  except as set forth in section 8(d),that no such adjustment  pursuant
to this Section 8(f) will  increase the Warrant  Exercise  Price or decrease the
number of shares of Common Stock obtainable as otherwise  determined pursuant to
this Section 8.

            (g) Notices.

                  (i)  Immediately  upon any adjustment of the Warrant  Exercise
Price,  the  Company  will give  written  notice  thereof  to the holder of this
Warrant, setting forth in reasonable detail, and certifying,  the calculation of
such adjustment.

                  (ii) The  Company  will give  written  notice to the holder of
this  Warrant  at least  ten (10) days  prior to the date on which  the  Company
closes  its  books  or  takes a  record  (A) with  respect  to any  dividend  or
distribution   upon  the  Common  Stock,  (B)  with  respect  to  any  pro  rata
subscription  offer to holders of Common Stock or (C) for determining  rights to
vote with  respect to any Organic  Change (as  defined  below),  dissolution  or
liquidation,  provided that such  information  shall be made known to the public
prior to or in conjunction with such notice being provided to such holder.

                  (iii) The Company will also give written  notice to the holder
of this  Warrant at least ten (10) days  prior to the date on which any  Organic
Change,   dissolution  or  liquidation  will  take  place,  provided  that  such
information  shall be made known to the public prior to or in  conjunction  with
such notice being provided to such holder.


                                       12
<PAGE>

      Section   9.   Purchase    Rights;    Reorganization,    Reclassification,
Consolidation, Merger or Sale.

            (a) In addition to any  adjustments  pursuant to Section 8 above, if
at any  time the  Company  grants,  issues  or sells  any  Options,  Convertible
Securities or rights to purchase stock,  warrants,  securities or other property
pro rata to the  record  holders  of any class of Common  Stock  (the  "Purchase
Rights"),  then the holder of this Warrant will be entitled to acquire, upon the
terms  applicable to such Purchase Rights,  the aggregate  Purchase Rights which
such holder could have  acquired if such holder had held the number of shares of
Common Stock  acquirable  upon  complete  exercise of this  Warrant  immediately
before  the date on which a record is taken for the grant,  issuance  or sale of
such Purchase  Rights,  or, if no such record is taken, the date as of which the
record holders of Common Stock are to be determined for the grant, issue or sale
of such Purchase Rights.

            (b)   Any   recapitalization,    reorganization,   reclassification,
consolidation,  merger, sale of all or substantially all of the Company's assets
to another Person or other  transaction in each case which is effected in such a
way that  holders of Common Stock are  entitled to receive  (either  directly or
upon subsequent  liquidation) stock,  securities or assets with respect to or in
exchange for Common Stock is referred to herein as an "Organic Change." Prior to
the  consummation of any (i) sale of all or  substantially  all of the Company's
assets to an acquiring  Person or (ii) other Organic Change  following which the
Company is not a  surviving  entity,  the  Company  will  secure from the Person
purchasing  such assets or the successor  resulting from such Organic Change (in
each case,  the "Acquiring  Entity") a written  agreement (in form and substance
satisfactory to the holders of Warrants  representing at least  two-thirds (iii)
of the Warrant Shares  issuable upon exercise of the Warrants then  outstanding)
to deliver to each holder of Warrants in exchange for such Warrants,  a security
of the Acquiring Entity evidenced by a written instrument  substantially similar
in form and  substance  to this Warrant and  satisfactory  to the holders of the
Warrants  (including an adjusted  warrant  exercise price equal to the value for
the Common Stock reflected by the terms of such  consolidation,  merger or sale,
and exercisable for a corresponding  number of shares of Common Stock acquirable
and receivable  upon exercise of the Warrants  without regard to any limitations
on  exercise,  if the value so  reflected  is less than any  Applicable  Warrant
Exercise Price immediately prior to such  consolidation,  merger or sale). Prior
to the  consummation  of any  other  Organic  Change,  the  Company  shall  make
appropriate  provision  (in form and  substance  satisfactory  to the holders of
Warrants representing a majority of the Warrant Shares issuable upon exercise of
the  Warrants  then  outstanding)  to  insure  that each of the  holders  of the
Warrants will  thereafter have the right to acquire and receive in lieu of or in
addition  to (as the case may be) the  Warrant  Shares  immediately  theretofore
issuable and  receivable  upon the exercise of such holder's  Warrants  (without
regard to any  limitations  on  exercise),  such shares of stock,  securities or
assets  that would  have been  issued or payable  in such  Organic  Change  with
respect to or in exchange for the number of Warrant Shares which would have been
issuable and  receivable  upon the exercise of such  holder's  Warrant as of the
date of such Organic  Change  (without  taking into account any  limitations  or
restrictions on the exercisability of this Warrant).


                                       13
<PAGE>

      Section 10. Lost, Stolen,  Mutilated or Destroyed Warrant. If this Warrant
is lost, stolen,  mutilated or destroyed, the Company shall promptly, on receipt
of an indemnification  undertaking (or, in the case of a mutilated Warrant,  the
Warrant),  issue a new Warrant of like denomination and tenor as this Warrant so
lost, stolen, mutilated or destroyed.

      Section 11. Notice. Any notices, consents, waivers or other communications
required or  permitted  to be given under the terms of this  Warrant  must be in
writing  and will be deemed  to have  been  delivered:  (i) upon  receipt,  when
delivered  personally;  (ii)  upon  receipt,  when sent by  facsimile  (provided
confirmation  of  receipt is  received  by the  sending  party  transmission  is
mechanically or electronically generated and kept on file by the sending party);
or (iii) one Business Day after deposit with a nationally  recognized  overnight
delivery  service,  in each case properly  addressed to the party to receive the
same. The addresses and facsimile numbers for such communications shall be:

If to Cornell:                      Cornell Capital Partners, LP
                                    101 Hudson Street - Suite 3700
                                    Jersey City, NJ  07302
                                    Attention:        Mark A. Angelo
                                    Telephone:        (201) 985-8300
                                    Facsimile:        (201) 985-8266

With Copy to:                       Troy Rillo, Esq.
                                    101 Hudson Street - Suite 3700
                                    Jersey City, NJ 07302
                                    Telephone:        (201) 985-8300
                                    Facsimile:        (201) 985-8266

If to the Company, to:              EarthShell Corporation
                                    3916 State Street, Number 110
                                    Santa Barbara, California 93105
                                    Attention:        Scott Huston
                                                      Chief Financial Officer
                                    Telephone:         (805) 563-7590
                                    Facsimile:         (805) 563-7954

With a copy to:                     Kirkpatrick & Lockhart Nicholson Graham, LLP
                                    201 South Biscayne Boulevard, Suite 2000
                                    Miami, Florida 33131
                                    Attention:        Clayton E. Parker, Esquire
                                    Telephone:        (305) 539-3306
                                    Facsimile:        (305) 358-7095

If to a holder of this Warrant,  to it at the address and  facsimile  number set
forth on Exhibit C hereto,  with copies to such holder's  representatives as set
forth on Exhibit C, or at such other address and facsimile as shall be delivered
to the Company upon the issuance or transfer of this  Warrant.  Each party shall
provide  five days'  prior  written  notice to the other  party of any change in
address or facsimile  number.  Written  confirmation of receipt (A) given by the
recipient of such notice, consent, facsimile, waiver or other communication, (or
(B) provided by a nationally  recognized  overnight  delivery  service  shall be
rebuttable evidence of personal service,  receipt by facsimile or receipt from a
nationally  recognized overnight delivery service in accordance with clause (i),
(ii) or (iii) above, respectively.


                                       14
<PAGE>

      Section 12. Date.  The date of this Warrant is set forth on page 1 hereof.
This  Warrant,  in all events,  shall be wholly void and of no effect  after the
close of business on the Expiration Date, except that  notwithstanding any other
provisions  hereof,  the provisions of Section 8(b) shall continue in full force
and effect after such date as to any Warrant Shares or other  securities  issued
upon the exercise of this Warrant.

      Section 13. Amendment and Waiver. Except as otherwise provided herein, the
provisions  of the  Warrants  may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by
it,  only if the  Company has  obtained  the  written  consent of the holders of
Warrants  representing  at least  two-thirds of the Warrant Shares issuable upon
exercise of the Warrants then  outstanding;  provided  that,  except for Section
8(d),  no such action may  increase the Warrant  Exercise  Price or decrease the
number of shares  or class of stock  obtainable  upon  exercise  of any  Warrant
without the written consent of the holder of such Warrant.

      Section 14. Descriptive Headings;  Governing Law. The descriptive headings
of the  several  sections  and  paragraphs  of this  Warrant  are  inserted  for
convenience  only and do not  constitute a part of this  Warrant.  The corporate
laws of the State of Nevada  shall  govern all issues  concerning  the  relative
rights of the Company and its stockholders.  All other questions  concerning the
construction,  validity,  enforcement and interpretation of this Agreement shall
be governed by the  internal  laws of the State of New  Jersey,  without  giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of New Jersey or any other jurisdictions) that would cause the application
of the laws of any jurisdictions  other than the State of New Jersey. Each party
hereby  irrevocably  submits  to the  exclusive  jurisdiction  of the  state and
federal courts sitting in Hudson County and the United States District Court for
the District of New Jersey,  for the adjudication of any dispute hereunder or in
connection herewith or therewith, or with any transaction contemplated hereby or
discussed herein, and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding,  any claim that it is not personally  subject to the
jurisdiction of any such court,  that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper.  Each party hereby  irrevocably waives personal service of process and
consents  to process  being  served in any such suit,  action or  proceeding  by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof.  Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.


                                       15
<PAGE>

      Section 15. Waiver of Jury Trial. AS A MATERIAL  INDUCEMENT FOR EACH PARTY
HERETO TO ENTER INTO THIS WARRANT,  THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING  RELATED IN ANY WAY TO THIS WARRANT AND/OR
ANY AND ALL OF THE OTHER DOCUMENTS ASSOCIATED WITH THIS TRANSACTION.

      IN WITNESS WHEREOF, the Company has caused this Warrant to be signed as of
the date first set forth above.

                                       EARTHSHELL CORPORATION

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


                                       16
<PAGE>

                              EXHIBIT A TO WARRANT

                                 EXERCISE NOTICE

                                 TO BE EXECUTED
                BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

                             EARTHSHELL CORPORATION

      The   undersigned   holder   hereby   exercises   the  right  to  purchase
______________  of the shares of Common Stock  ("Warrant  Shares") of EarthShell
Corporation,  a Delaware corporation (the "Company"),  evidenced by the attached
Warrant (the "Warrant"). Capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Warrant.

Specify Method of exercise by check mark:

         1. |_| Cash Exercise

                (a) Payment of Warrant Exercise Price. The holder shall pay the
                Aggregate Exercise Price of $______________ to the Company in
                accordance with the terms of the Warrant.

                (b) Delivery of Warrant Shares. The Company shall deliver to the
                holder _________ Warrant Shares in accordance with the terms of
                the Warrant.

         2. |_| Cashless Exercise

                (a) Payment of Warrant Exercise Price. In lieu of making payment
                of the Aggregate Exercise Price, the holder elects to receive
                upon such exercise the Net Number of shares of Common Stock
                determined in accordance with the terms of the Warrant.

                (b) Delivery of Warrant Shares. The Company shall deliver to the
                holder _________ Warrant Shares in accordance with the terms of
                the Warrant.

Date: _______________ __, ______

Name of Registered Holder

By:
   -----------------------------------------
Name:
     ---------------------------------------
Title:
      --------------------------------------


                                       A-1
<PAGE>

                              EXHIBIT B TO WARRANT

                              FORM OF WARRANT POWER

      FOR VALUE  RECEIVED,  the  undersigned  does hereby assign and transfer to
________________,  Federal Identification No. __________,  a warrant to purchase
____________ shares of the capital stock of EarthShell  Corporation,  a Delaware
corporation,  represented by warrant certificate no. _____, standing in the name
of the undersigned on the books of said corporation. The undersigned does hereby
irrevocably  constitute  and appoint  ______________,  attorney to transfer  the
warrants of said corporation, with full power of substitution in the premises.

Dated:
      --------------------------            ------------------------------------

                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------

                                       B-1


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