
                                 PROMISSORY NOTE

$1,000,000.00                                                   October 11, 2005

      FOR VALUE RECEIVED, the undersigned,  EarthShell  Corporation,  a Delaware
corporation ("Maker"),  located at 3916 State Street, Santa Barbara, California,
unconditionally promises to pay to the order of E. Khashoggi Industries,  LLC, a
Delaware  limited  liability  company  ("Holder"),  at 3916 State Street,  Santa
Barbara,  California,  U.S.A., or at such other place as Holder may designate in
writing,  the principal  sum of: ONE MILLION  DOLLARS  ($1,000,000.00),  or such
lesser amount as is advanced from Holder to Maker from time to time.

      This Promissory Note (this "Note") evidences Maker's  obligation to pay to
Holder the sums  advanced by Holder to Maker  pursuant  to Section  2(a) of this
Note. All sums owing  hereunder are payable in lawful money of the United States
of America, in immediately available funds, pursuant to the following terms :

      1.  Definitions.  Terms  which  are used in this  Note  and not  otherwise
defined herein shall have the meanings set forth in this Paragraph.

            "Applicable Rate" means a variable per annum rate, as of any date of
determination,  equal to the rate  from  time to time  published  in the  "Money
Rates" section of The Wall Street Journal as being the "Prime Rate" (or, if more
than one rate is  published  as the Prime  Rate,  the  highest  of such  rates),
compounded monthly.  The Prime Rate will change as of the date of publication in
The Wall Street Journal of a Prime Rate that is different from that published on
the preceding business day. In the event that The Wall Street Journal shall, for
any  reason,  fail or cease to publish  the Prime  Rate,  Holder and Maker shall
choose a mutually agreeable comparable index or source to use as a basis for the
Prime Rate.

            "Default  Rate" means a rate of  interest  equal to 10.0% per annum,
compounded monthly.

            "Event of Default"  means the  occurrence or happening,  at any time
and from time to time, of any one or more of the following:

            a. Payment of Indebtedness. If Maker fails to pay any portion of the
indebtedness  evidenced by this Note within ten (10) days following the date the
same shall become due and payable,  whether at the due date  stipulated  in this
Note or at a date fixed for acceleration or otherwise and such failure continues
for a period of five (5) days following written notice of such failure by Holder
to Maker.

            b. Voluntary Bankruptcy.  If Maker shall (a) seek entry of any order
for  relief  as a  debtor  in a  proceeding  under  the  bankruptcy  laws of any
competent jurisdiction; (b) file a petition seeking relief under the bankruptcy,
arrangement,  reorganization  or other debtor relief laws of any other competent
jurisdiction;  (c) call a meeting  of its  creditors  or any one of them for the
purpose of  requesting  a  rearrangement  or  restructuring  of its debts or any
concessions  with respect to such debt;  (d) make a general  assignment  for the
benefit of its creditors; or (e) admit in writing its inability to pay its debts
as they mature.

<PAGE>

            c.  Involuntary  Bankruptcy.  If a petition is filed  against  Maker
seeking relief under the bankruptcy, arrangement, reorganization or other debtor
relief laws of any  competent  jurisdiction  and such  petition is not dismissed
within ninety (90) days following the date of its filing.

            d. Appointment of a Receiver.  If a court of competent  jurisdiction
enters an order, judgment or decree appointing,  without the consent of Maker, a
receiver  for it,  or for all or any  material  part of its  property,  and such
order, judgment or decree shall not be and remain vacated, reversed or stayed or
such receiver shall not otherwise be removed within a period of thirty (30) days
following entry of such order.

            e. Use of Proceeds.  If Maker fails to use the proceeds of the loans
evidenced by this Note for its immediate operating purposes.

      2.  Advances,  Interest  Accrual;  Payments  of  Principal  and  Interest;
Prepayments.

            a. Advances.  Holder hereby agrees to advance to Maker the following
sums on the  following  dates,  or such  lesser  amount as Maker may  request in
writing:

            Amount                Date
            ------                ----
            $350,000              one day from the date hereof
            $250,000              October 31, 2005
            $250,000              November 30, 2005
            $150,000              December 31, 2005

            Notwithstanding  the foregoing,  if, on before any the above funding
dates,  Maker receives a total of $3,000,000 in aggregate net cash proceeds from
any combination of financing transaction,  equity contribution,  sale, licensing
or  sublicensing  of assets or the  provision  of services  (including,  without
limitation,  advanced royalty payments, proceeds from the sale of Maker's common
stock  and fees for  technological  services  rendered  to  third  parties,  but
excluding the proceeds advanced under this Note),  Holder shall not be obligated
to  advance  any  further  funds to Maker,  including  the funds that were to be
advanced at the next funding date. Maker shall keep Holder informed on a monthly
basis,  commencing October 30, 2005, of the net cash proceeds Maker has received
from all sources  (other than Holder) since the date of this Note.  Maker agrees
that the $350,000 advance above is predicated on Maker concurrently  repaying to
Holder the  $10,000  advance  that  Holder had made to Maker to satisfy  certain
patent fees and obligations.

            b. Interest  Accrual.  Interest shall accrue on the unpaid principal
balance  of this Note at the  Applicable  Rate from the date of this Note  shown
above until the same is paid to Holder.  Notwithstanding the foregoing, interest
shall accrue on the unpaid balance of this Note at the Default Rate following an
Event of Default until the same is paid to Holder.

            c.  Payments  of  Principal  and  Interest.  All  accrued but unpaid
interest and all outstanding  principal shall be due and payable on the earliest
to occur of the following:  (i) the second anniversary of the date of this Note,
(ii) five (5) days  following the date Maker has received  $3,000,000 or more in
aggregate   net  cash  proceeds   from  all   financing   transactions,   equity
contributions, and transactions relating to the sale, licensing, sublicensing or
disposition of assets or the provision of services  (including  advance  royalty
payments,  proceeds  from  the  sale  of  Maker's  common  stock  and  fees  for
technological  services  rendered to third  parties),  measured from the date of
this Note and not taking into account the proceeds advanced under this Note, and
(iii) the occurrence of an Event of Default.


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<PAGE>

            d.  Application of Payments.  All payments  hereunder shall be first
applied to Holder's costs and expenses which are reimbursable to Holder pursuant
to Section 4 below,  then to any unpaid  interest and finally to the outstanding
principal  balance.  If any payment  due date falls on a  Saturday,  Sunday or a
holiday generally  observed by banks in the City of Santa Barbara,  the due date
of the payment shall  automatically  be extended to the next following  business
day.

            e.  Computation  of  Interest.  All  interest  on this Note shall be
computed  on the basis of the actual  number of days  elapsed  divided by a year
assumed to consist of 360 days.

            f. Prepayment. Maker may prepay this Note in whole or in part at any
time without penalty or premium.

      3.  Default;   Remedies.  If  an  Event  of  Default  occurs,  the  entire
outstanding  principal  balance  of this  Note  shall  become  due  and  payable
effective upon written  notice of  acceleration  by Holder to Maker.  Failure to
deliver  such  notice  shall not  constitute  a waiver of the right to deliver a
subsequent notice upon the occurrence of any subsequent Event of Default.

      4. Holder's Costs. Maker shall reimburse Holder for all costs and expenses
incurred  in  collecting  any sums due and  payable  under this Note,  including
reasonable  attorneys fees and court costs. All such expenses and costs shall be
paid by Maker within ten (10) days after demand made by Holder.  Any amounts not
timely  paid  shall  constitute  an Event of  Default  hereunder  and shall bear
interest at the Default Rate thereafter.

      5.  Applicable Law. This Note shall be governed by construed in accordance
with  the  internal  laws of the  State  of  California  without  regard  to the
principles of conflicts of law.

      6. No Waiver by Holder.  No delay on the part of Holder in the exercise of
any power or right under this Note shall operate as a waiver thereof,  nor shall
a single or partial  exercise  of any power or right  preclude  other or further
exercise thereof or exercise of any other power or right.

      7. Successors and Assigns.  The terms "Holder" and "Maker" as used in this
Note shall  include not only the Holder and Maker  named  herein but also all of
Holder's and Maker's  successors and assigns to whom the benefits and burdens of
this Note shall inure.

      8.   Notices.   All   notices,   requests,   demands,   claims  and  other
communications   hereunder  shall  be  in  writing  and  sent  or  delivered  to
personally,  by  facsimile  transmission  so long as receipt is  confirmed or by
deposit with a reputable  overnight  courier and addressed to Maker or Holder at
their respective  principal  business offices located at the addresses set forth
in the first paragraph of this Note.


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<PAGE>

      9. Usury. It is the intent of Holder and Maker that all provisions of this
Note which call for the  payment of  interest  comply in all  respects  with all
applicable usury statutes and  regulations.  In the event that the terms of this
Note would require the payment of interest in excess of the amount  permitted by
any applicable  law or  regulation,  the terms of the Note shall be deemed to be
modified  to comply with all such  applicable  laws or  regulations  without any
action by either party. In the event that Holder has received interest in excess
of the amount permitted by any applicable law or regulation,  the excess portion
of the interest received shall be deemed to have been a prepayment of principal,
without premium, as of the date received.

      10. Waiver.  Maker waives  presentment,  demand,  presentment for payment,
notice of  protest  or  nonpayment,  notice of  dishonor,  notice of  default or
delinquency,  notice of acceleration, and diligence in bringing suit against any
party hereto or collecting any sums hereunder.

      11. Miscellaneous.

            a. This Note shall be binding on and shall  inure to the  benefit of
Maker, Holder, and their respective successors and assigns.

            b.  Headings are inserted  into this Note for  convenience  only and
shall not be considered in construing any provision.

            c.  The  terms  of  this  Note  may not be  changed,  nor any of its
provisions  waived,  without  the  written  consent of all the parties who would
benefit from the original terms.

            d. Time shall be of the essence with  respect to every  provision of
this Note,  but no delay in enforcing  any right or remedy under this Note shall
be construed to be a waiver of that or any other right or remedy.

            e. The provisions of this Note are severable,  and the invalidity or
illegality of any provision  shall not be a bar to the  enforcement of any other
provision.

            f. This Note is negotiable and fully recourse to Maker.

            g. The person  executing this Note on behalf of Maker represents and
warrants  that he has the full  authority  and power to execute and deliver this
Note on behalf of Maker,  and such execution and delivery has been authorized by
all appropriate action.

      12. Waiver of Jury Trial. TO THE EXTENT  PERMITTED BY APPLICABLE LAW, EACH
OF THE PARTIES HEREBY  IRREVOCABLY  WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE.


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<PAGE>

      13. Submission to Forum and  Jurisdiction.  Any legal action or proceeding
with respect to this Note must be brought in the federal or state courts located
in the City of Santa Barbara, State of California, and by execution and delivery
of this Note, Maker and Holder each hereby irrevocably accepts for itself and in
respect of its property, generally and unconditionally,  the jurisdiction of the
aforesaid courts having proper venue.  Maker and Holder each hereby  irrevocably
waives any objection  which it may now or hereafter  have to the laying of venue
of any of the aforesaid  actions or proceedings  arising out of or in connection
with this Note brought in the  aforesaid  Santa Barbara  courts and  irrevocably
waives and  agrees not to plead or claim in any such court that any such  action
or  proceeding  brought  in any such court has been  brought in an  inconvenient
forum,  and also  consents to the service of process by any means  authorized by
the State of California.

                                     EARTHSHELL CORPORATION,
                                     a Delaware corporation


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

Agreed to and Acknowledged By:

E. KHASHOGGI INDUSTRIES, LLC,
a Delaware limited liability company


/s/ Essam Khashoggi
-------------------------------------------
By:  Essam Khashoggi
Its: Chairman and Chief Executive Officer


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