                                                                    EXHIBIT 10.1

                            EarthShell Asia, Limited
                    80 East Sir Francis Drake Blvd. Suite 1A
                               Larkspur, CA 94939

                                December 9, 2005

Vincent J. Truant
Chief Executive Officer
EarthShell Corporation
1301 York Road, Suite 200
Lutherville, Maryland 21093


         Re:      Stock Purchase

Dear Vince:


         On August 22, 2005  EarthShell  Asia,  Limited  ("EA"),  and EarthShell
Corporation  ("EARTHSHELL") entered into a letter agreement and a Stock Purchase
Agreement  ("STOCK PURCHASE  AGREEMENT")  pursuant to which EarthShell agreed to
sell and EA agreed to purchase  300,000  shares of EarthShell  common stock at a
price of $3.00 per share for total  consideration  of $900,000 and to enter into
certain  sublicenses.  The parties  hereby agree to amend and restate the August
22,  2005  letter  agreement  in its  entirety  and to amend the Stock  Purchase
Agreement, as set forth below.

         1. The Stock Purchase Agreement is subject to and modified by the terms
and  conditions  set  forth  in  this  letter  agreement.  In the  event  of any
inconsistency,  conflict  or  incongruity  between  the August 22,  2005  letter
agreement,  the  Stock  Purchase  Agreement  or the five  sublicense  agreements
described  in  paragraphs  3 and 4  below,  on the one  hand,  and  this  letter
agreement,  on the other hand, the terms and conditions of this letter agreement
shall govern and control.  The aggregate  number of shares of EarthShell  common
stock to be  purchased  by EA shall be  266,667  ("EA  SHARES"),  consisting  of
166,667  shares which have  previously  been paid for (as described in paragraph
2(a)) and 100,000 shares (the purchase of which is described in paragraph 2(b)).

         2. The purchase price for the EA Shares shall be paid and the EA Shares
issued as follows:

            (a) EA previously paid in full to EarthShell the sum of One Hundred
Thousand  Dollars  ($100,000)  on August 17, 2005,  the sum of Two Hundred Fifty
Thousand Dollars  ($250,000) on August 24, 2005 and the sum of One Hundred Fifty
Thousand  Dollars  ($150,000)  on August 26, 2005 to purchase  an  aggregate  of
166,667  shares.  Concurrently  with the  execution  and delivery of this letter
agreement,  EarthShell is delivering such shares in the names and in the amounts
set  forth on  Schedule  1,  subject  to such  persons  executing  an  "Investor
Representation" in the form attached hereto as Exhibit E.


<PAGE>

            (b)  Concurrently  with the  execution  and  delivery of this letter
agreement,  EA is paying to EarthShell the sum of Three Hundred Thousand Dollars
($300,000)  to purchase  100,000 EA Shares.  The  payment of the  aforementioned
amount  as well as  payment  for  the EA  Warrant  Agreements  (as  defined  and
described in paragraph 6) to EarthShell by EA shall be a condition  precedent to
the effectiveness of this letter agreement.

         3. On August 22, 2005,  EarthShell  executed  and  delivered to EA four
Sublicense  Agreements  pursuant to which EarthShell granted to EA the exclusive
right  to  use  Technology  (as  defined  in  such  Sublicense   Agreements)  in
conjunction  with  specified  equipment to make and sell  specified Food Service
Disposables  to  Customers  (as each such  term is  defined  in such  Sublicense
Agreements) in China,  Taiwan and certain other  specified ASEAN countries (each
of the foregoing being collectively  referred to herein as the "ASIAN SUBLICENSE
AGREEMENTS"). The validity of the Asian Sublicense Agreements is not affected by
this letter  agreement.  EarthShell  shall (a) credit EA with an amount equal to
the aggregate sum of (i) $900,000 plus (ii) the total of all Technology Fees (as
defined in the  applicable  Asian  Sublicense  Agreements) EA pays to EarthShell
pursuant  to  paragraph  5 below (up to a maximum  of Two  Million  Six  Hundred
Thousand  Dollars  ($2,600,000))  and (b) offset such credits against  royalties
otherwise  due under the Asian  Sublicense  Agreements  at the rate of $0.50 per
dollar of otherwise payable royalties until such credits are fully utilized.  EA
may apply all such  credits/offsets  to such one or more of the Five Sublicenses
as it  determines.  In the event of an EarthShell  default on any  obligation of
EarthShell to a third party which could reasonably  result in the termination of
or  interference  with EA's  rights  under the Five  Sublicenses,  as defined in
paragraph 4 below, EA may make such payments as are reasonably necessary to cure
EarthShell's  default  or  otherwise  protect  EA's  rights,  and may recoup all
amounts so paid by offsetting  such amounts against all royalties and Technology
Fees  otherwise  payable under the Five  Sublicenses,  as defined in paragraph 4
below.

         4. On August  22,  2005,  EarthShell  executed  and  delivered  to EA a
Sublicense  Agreement  pursuant to which EarthShell  granted to EA the exclusive
right to use  Technology (as defined in such  Sublicense  Agreement) to make and
sell specified raw materials Products to Customers (as each such term is defined
in such Sublicense Agreement) in China, Taiwan and certain other specified ASEAN
countries  and the  non-exclusive  right  to use  Technology  to make  and  sell
specified  raw  materials  Products  to  Customers  in the United  States  ("RAW
MATERIALS  SUBLICENSE").  The validity of the Raw  Materials  Sublicense  is not
affected by this letter agreement.  The Asian Sublicense  Agreements and the Raw
Materials   Sublicense  are  collectively   referred  to  herein  as  the  "FIVE
SUBLICENSES".


                                       2
<PAGE>

         5. Within ten business  days after  EarthShell  has  demonstrated  that
converter  Products  incorporating  the Technology  sublicensed under a specific
Asian Sublicense  Agreement can be manufactured from raw materials in pelletized
or bead form in commercial quantities using CPPC Public Company Limited ("CPPC")
as the converter and utilizing  the licensed  process,  EA shall pay  EarthShell
Four Hundred  Twenty-Five  Thousand Dollars ($425,000) as the Technology Fee for
that Asian  Sublicense  Agreement.  EA agrees to make the first $425,000 payment
due in such separate amounts as EarthShell may designate.

         6.  Concurrently  with  the  execution  and  delivery  of  this  letter
agreement,  EarthShell shall execute and deliver to EA warrant agreements in the
form attached as Exhibit A (the "EA WARRANT AGREEMENTS") to acquire an aggregate
of One Million  Thirty-Three  Thousand  Three Hundred  Thirty-Three  (1,033,333)
shares of the common stock of EarthShell ("WARRANT SHARES") at an exercise price
of $3.90 per share, exercisable at any time and from time to time for five years
from the date of issuance.  The warrants for One Million Shares shall  terminate
if all of the sublicenses  referenced  above are terminated,  pro rata among all
the warrant holders listed below. Concurrently with the execution of this letter
agreement, EA is paying EarthShell One Hundred Thousand Dollars ($100,000.00) as
the purchase price of the warrants  reflected by the EA Warrant  Agreements.  If
the  Registration  Statement (as defined below)  described in paragraph 7 is not
filed by  January  31,  2006,  the  warrant  price set  forth in the EA  Warrant
Agreements will  automatically  be reduced to $3.00 per share and the EA Warrant
Agreements  shall be deemed so amended by this provision.  The warrants shall be
granted 664,867 to Greg Hoffman,  363,466 to Steven L. Galvanoni,  as trustee of
the Steven L.  Galvanoni  Trust and 5,000 to Monty  Waltz,  subject to each such
holder  executing an "Investor  Representation"  in the form attached  hereto as
Exhibit E.

         7.  EarthShell  shall file a  registration  statement  on Form S-1 (the
"REGISTRATION  STATEMENT")  to register  all EA Shares on or before  January 31,
2006, and diligently pursue the  effectiveness of such  registration  thereafter
until the registration statement becomes effective for the offer and sale of all
the EA  Shares.  For a  maximum  period of 12 months  from the date  hereof,  no
royalties otherwise due or payable by EA under any of the Five Sublicenses prior
to the date that the registration  statement  becomes effective shall be payable
and all such  royalties  shall be  automatically  waived.  All  Technology  Fees
otherwise  due or  payable  prior to the date  that the  registration  statement
becomes  effective  shall be  payable  upon  the  earlier  of (i) the date  such
registration  statement becomes  effective,  or (ii) the one year anniversary of
the date of this letter  agreement.  Such damages  shall  constitute  liquidated
damages for the failure of EarthShell to comply with its obligations  under this
paragraph 7 and shall be subject to the provisions of paragraph 13 and 19 below.

         8.  Concurrently  with  the  execution  of this  letter  agreement,  E.
Khashoggi  Industries,  LLC  ("EKI")  shall  execute  and deliver to EA a letter
agreement in the form  attached as Exhibit B, pursuant to which EKI will provide
certain assurances to EA as described in such letter agreement.



                                       3
<PAGE>

         9. EA intends to enter into a joint venture with CPPC or its affiliate,
which joint venture intends to manufacture raw materials and to convert such raw
materials  into  products that  constitute  Food Service  Disposables  which are
covered  by the  Raw  Materials  Sublicense,  as well  as  products  that do not
constitute  Food  Service  Disposables  and thus are beyond the scope of the Raw
Materials  Sublicense.  The parties  agree that it would be more  efficient  and
economical for CPPC and EA to deal with a single  licensing entity in connection
with the  sublicensing  of the  technology  relating  to the  production  of raw
materials, rather than separately with EarthShell and EKI. Therefore, EarthShell
agrees to negotiate with EKI an agreement pursuant to which one entity will have
sole authority to deal on all matters with EA regarding all rights regarding the
production  of raw  materials,  including  but not  limited  to those  under the
Amended and Restated  License  Agreement,  dated  February 28, 1995, as amended,
(the "EKI LICENSE  AGREEMENT"),  between EKI and EarthShell,  to manufacture and
sell raw  materials  in  pelletized  or bead  form that  incorporate  technology
licensed to EarthShell from EKI, such agreement to be entered into within thirty
days of the date of this letter agreement. No royalties otherwise due or payable
by EA under any of the Five Sublicenses prior to the date that such an agreement
is entered  into up to an aggregate  amount of Eight  Million  Dollars  shall be
payable  and all such  royalties  up to an  aggregate  amount  of Eight  Million
Dollars shall be  automatically  waived.  All  technology  fees otherwise due or
payable  prior to the date that  such an  agreement  is  entered  into  shall be
payable upon the date such an agreement is entered into.  The royalty  waiver up
to an aggregate  amount of Eight Million  Dollars and the technology fee payment
postponement  shall be referred to in this  paragraph as the "FEE  DAMAGES".  By
initialing below,  EarthShell and EA agree that (a) should EarthShell default as
described  above,  EA's actual  damages  would be difficult and  impractical  to
ascertain  and (b) the Fee Damages are a reasonable  estimate of actual  damages
should such a default  occur and (c) EA shall be entitled to such  forfeiture as
liquidated damages, as EA's sole and exclusive remedy..

/s/ GH; /s/ SG                                   /s/ VJT; /s/ SH
------------------                               ------------------
EA                                               EarthShell

         10. EarthShell (a) represents and warrants to EA that, subject to EKI's
rights  under  the  EKI  License  Agreement  and the  rights  granted  to  other
sublicensees  by  EarthShell,  it has the exclusive  right to  manufacture  Food
Service Disposables (as such term is defined in the EKI License Agreement) using
the technology  licensed to EarthShell under the EKI License Agreement,  and (b)
acknowledges  that,  under the terms of the EKI License  Agreement,  any and all
technology   licensed   thereunder  shall   immediately  and   automatically  be
transferred  back to EKI in the event  EarthShell  becomes  insolvent or files a
petition under the bankruptcy laws.

         11.  Subject  to  any  applicable  bankruptcy  laws,  in the  event  of
insolvency or bankruptcy of  EarthShell,  EA will  automatically  be entitled to
receive a $3  credit/offset,  equitably  adjusted for any stock splits,  reverse
stock splits,  recapitalizations  or similar  transactions,  against all amounts
otherwise due  EarthShell by EA for each share  purchased  from  EarthShell  and
returned to  EarthShell  by EA, Greg  Hoffman,  Steve  Galvanoni  or  affiliated
parties,  not including any Warrant Shares,  up to a maximum of $2.7 million and
EA may apply all such  credits/offsets  against  royalties due under such one or
more of the Five Sublicenses as it determines.



                                       4
<PAGE>

         12.  Concurrently  with  the  execution  and  delivery  of this  letter
agreement, EarthShell is delivering stock certificates for the 100,000 EA Shares
purchased  pursuant to paragraph  2(b) in the names and amounts set forth on the
attached   Schedule  1,   subject  to  such   persons   executing  an  "Investor
Representation"  in the form  attached  hereto as Exhibit E.  EarthShell  hereby
acknowledges and agrees that (a) it shall not oppose any sale by Steve Galvanoni
pursuant  to Rule 144  under  the  Securities  Act of 1933  ("RULE  144") of the
300,000  shares  purchased  from  EarthShell  in 2004 by  Steve  Galvanoni  (the
"GALVANONI  SHARES")  and  agrees  to  cooperate  as  reasonably   necessary  to
facilitate any such sale, to the extent such sale is in compliance with Rule 144
and (b) shall not oppose the sale by the holders  listed on Schedule 1 of the EA
Shares or Warrant  Shares  pursuant  to Rule 144 one year after the EA Shares or
the EA Warrants are delivered and agrees to cooperate as reasonably necessary to
facilitate  such sale, to the extent such sale is in  compliance  with Rule 144.
For purposes of the foregoing,  EarthShell may rely on any reasonably acceptable
opinion of legal counsel for Mr.  Galvanoni or the holders  listed on Schedule 1
of the EA Shares or EA Warrants,  as applicable,  to the effect that the sale of
the GALVANONI  SHARES or the EA Shares or the EA Warrants by the holders  listed
on Schedule 1, as applicable, is compliant with the requirements of Rule 144. No
royalties  otherwise  due or  payable  by EA  under  any  of the  aforementioned
sublicenses during the period EarthShell is obligated pursuant to this paragraph
to cooperate to  facilitate a stock sale pursuant to Rule 144 up to an aggregate
amount of Eight Million Dollars shall be payable and all such royalties up to an
aggregate amount of Eight Million Dollars shall be  automatically  waived during
any period  EarthShell is obligated  pursuant to this  paragraph to cooperate to
facilitate a stock sale pursuant to Rule 144 but fails to do so. All  technology
fees  otherwise  due or  payable  during a period  EarthShell  is  obligated  to
cooperate pursuant to this paragraph to facilitate a stock sale pursuant to Rule
144 but fails to do so, shall be payable at such time as  EarthShell  cooperates
pursuant to this  paragraph to facilitate  such stock sale pursuant to Rule 144.
The royalty  waiver up to an aggregate  amount of Eight Million  Dollars and the
technology  fee payment  postponement  shall be referred to in this paragraph as
the "FEE DAMAGES"). By initialing below, EarthShell and EA agree that (a) should
EarthShell  default as described  above,  EA's actual damages would be difficult
and  impractical to ascertain and (b) the Fee Damages are a reasonable  estimate
of actual  damages  should such a default  occur and (c) EA shall be entitled to
such forfeiture as liquidated damages, as EA's sole and exclusive remedy..

/s/ GH; /s/ SG                                                /s/ VJT; /s/ SH
------------------                                            ------------------
EA                                                            EarthShell

         13. In the event of a material default by EarthShell under the terms of
this letter  agreement  set forth in  paragraph 7 regarding  the  obligation  of
EarthShell to file a registration statement:  (a) all royalties otherwise due or
payable by EA under the Five  Sublicenses  during  the  period of default  shall
automatically  be waived for a period  ending on the earlier of (i) the date the
default is cured,  or (ii) the 12 month  anniversary of the date of the default;
provided,  however, that any waiver of royalties caused by a failure to have the
Registration  Statement  be  declared  effective  shall be limited to the extent
provided for in paragraph 7 and (b) no technology  fees otherwise due or payable
during the period of default  shall be payable until the earlier of (i) the date
EarthShell cures the default or (ii) the 12 month anniversary of the date of the
default (the royalty waiver and the technology fee payment postponement shall be
referred  to in this  paragraph  as the "FEE  DAMAGES").  By  initialing  below,
EarthShell and EA agree that (a) should  EarthShell  default as described above,
EA's actual damages would be difficult and  impractical to ascertain and (b) the
Fee Damages are a reasonable  estimate of actual  damages  should such a default
occur and (c) EA shall be entitled to such forfeiture as liquidated  damages, as
EA's sole and exclusive remedy.

/s/ GH; /s/ SG                                                /s/ VJT; /s/ SH
------------------                                            ------------------
EA                                                            EarthShell



                                       5
<PAGE>

         14.  EarthShell  agrees  that  only EA will  negotiate  with  CPPC with
respect to the  sublicensing  of the  technology  described  in paragraph 9, and
EarthShell  will not negotiate  with CPPC or any affiliate  thereof  (other than
EA),  without the prior  consent of EA, prior to or during the  existence of the
joint venture between EA and CPPC, or any affiliate thereof,  to avoid confusion
or   conflicting   communications   and  that  any  and  all   future   business
opportunities,  agreements and business with CPPC or any affiliate thereof shall
only be through EA; provided,  however,  that if all of the Five Sublicenses are
terminated,  EarthShell  shall be able to communicate and negotiate with CPPC or
any affiliate  thereof without  restriction.  EarthShell shall be liable for all
actual  damages  proven by EA for any breach by  EarthShell  of its  obligations
under  this  paragraph  14. An  authorized  representative  of EA shall  provide
briefings to an  authorized  representative  of  EarthShell on the status of the
joint venture negotiations as often as reasonably necessary to execute under the
sublicenses, but not less often than monthly.

         15.   Concurrently   with  the  execution  of  this  letter  agreement,
EarthShell  shall  execute  and deliver to each of the  purchasers  of EA Shares
listed  on  Schedule  1,  and such  purchasers  shall  execute  and  deliver  to
EarthShell, an Investor Rights Agreement in the form attached as Exhibit D.

         16.  In  consideration  of the  terms  and  provisions  of this  letter
agreement,  EA, for itself and on behalf of its directors,  managers,  officers,
employees,  beneficial  owners,  successors  and assigns,  shall and hereby does
forever  relieve,  release,  waive  and  discharge  EarthShell  and its past and
present  affiliates  and  other  related  entities  (including  EKI),  and their
respective directors,  officers, employees, agents, heirs, assigns attorneys and
representatives  (the  "EARTHSHELL  PARTIES") of any  defaults,  claims,  debts,
liabilities,  demands,  obligations,   promises,  agreements,  costs,  expenses,
damages,  actions,  causes of action or otherwise  relating to or arising out of
EarthShell's  failure  to file  or  have  declared  effective  the  registration
statement  required  to be filed  pursuant  to  Section 3 of the Stock  Purchase
Agreement and (b) EA shall  indemnify,  defend and hold harmless the  EarthShell
Parties against any losses,  claims,  damages, or liabilities (joint or several)
("CLAIMS") to which they may become subject insofar as such Claims or actions in
respect  thereof  arise out of or are based  upon the fact that  EarthShell  has
issued or  delivered  the EA Shares,  the EA Warrant  Agreements  or the Warrant
Shares  to the  individuals  set forth on  Schedule  1 instead  of  issuing  and
delivering the EA Shares,  the EA Warrant Agreements or the Warrant Shares to EA
directly.



                                       6
<PAGE>

         17. Each person executing this letter agreement represents and warrants
that he is duly  authorized  and has legal  capacity to execute and deliver this
letter agreement and each of the documents to be executed and delivered pursuant
to this letter  agreement on behalf of the entity for which he is signing.  Each
party  represents  and warrants to the other that the  execution and delivery of
this letter agreement and the performance of such party's obligations  hereunder
have  been  duly  authorized  and  that  the  letter  agreement  and each of the
documents to be executed and  delivered  pursuant to this letter  agreement  are
binding on such party and enforceable in accordance  with its terms,  subject to
the applicable bankruptcy laws of any jurisdiction.

         18.  In order for EA to be  certain  that  EA's  rights  under the Five
Sublicenses  are not subject to or subordinate to the rights of any third party,
EarthShell  agrees,  subsequent  to the execution of this letter  agreement,  to
provide EA assurances that the Five Sublicenses are free and clear of any rights
or  encumbrances  of third  parties  which  might  result in  termination  of or
interference  with the  rights  granted  to EA under  the Five  Sublicenses.  To
provide such assurances,  EarthShell  agrees to negotiate after the execution of
this letter with all parties which may arguably  have such possibly  intervening
rights  or  encumbrances  written  agreements  pursuant  to which  such  parties
subordinate  their  rights  to the  rights of EA or agree to  recognize  and not
disturb the rights of EA under the Five  Sublicenses,  all such agreements to be
entered  into  within  thirty  days of the  date of this  letter  agreement.  No
royalties or  Technology  Fees  otherwise  due or payable by EA under any of the
Five  Sublicenses  prior to the date that such agreements are entered into shall
be payable  and all such  royalties  and  Technology  Fees shall be placed in an
interest  bearing  escrow account and shall either (a) be released to EarthShell
on the date that such  agreements  are entered into by EarthShell or (b) used by
EA to cure  EarthShell's  default or otherwise  protect EA's rights  pursuant to
paragraph 3 above, as applicable.

/s/ GH; /s/ SG                                                /s/ VJT; /s/ SH
------------------                                            ------------------
EA                                                            EarthShell


         19.  Notwithstanding  any  provision  to the  contrary  in this  letter
agreement or the agreements and letters to be delivered pursuant to the terms of
this letter  agreement,  if EarthShell  defaults  under the terms of this letter
agreement  and/or the  agreements  and letters to be  delivered  pursuant to the
terms of this letter  agreement,  EA, each of the  signatories to the agreements
delivered  hereby,  and  each  of  holders  of the  EA  Shares  or EA  Warrants,
individually  and  collectively,  shall  under no  circumstances  be entitled to
recover or collect directly from EarthShell,  whether by Fee Damages or judgment
for  damages  or  otherwise,  an  aggregate  amount  for any and all  EarthShell
defaults  which  exceeds the total of (i)  $900,000,  plus (ii) the total of all
Technology Fees paid by EA to EarthShell under the terms of the Asian Sublicense
Agreements, plus (iii) the total of all royalties paid by EA to EarthShell under
the  terms of the Five  Sublicenses  prior  to the  date of such  collection  or
recovery.  To the extent one or more judgments is not satisfied in full directly
from  EarthShell  because of the  foregoing  limitation on  EarthShell's  direct
liability,  the balance or balances may be withheld by EA from future Technology
Fee or royalty  payments  otherwise due from EA to EarthShell under the terms of
the Five Sublicenses and applied by EA to such balance or balances,  whether the
balance or balances  are owed to EA, a  signatory  to the  agreements  delivered
hereby, or to a holder of EA Shares or EA Warrants.




                                       7
<PAGE>

                                  EARTHSHELL ASIA, LIMITED,
                                    a Hong Kong limited liability company

                                  By:  /s/ Greg C. Hoffman
                                       ---------------------------------------
                                  Name:  Greg C. Hoffman
                                  Title: Managing Director

                                  By:  /s/ Steve Galvanoni
                                       ---------------------------------------
                                  Name:  Steve Galvanoni
                                  Title:


Agreed to and accepted:

EARTHSHELL CORPORATION,
  a Delaware corporation

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

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


cc:      Steve Galvanoni
         Bryant L. Young




                                       8
<PAGE>




                                   SCHEDULE 1

                              SCHEDULE OF INVESTORS

166,667 PREVIOUSLY PURCHASED EA SHARES
--------------------------------------


NAME                                                        NUMBER OF SHARES
----------------------------------------------------------- -----------------
Ying Wang                                                   83,333
----------------------------------------------------------- -----------------
Monty Waltz                                                 33,333
----------------------------------------------------------- -----------------
Steven L. Galvanoni,                                        33,333
as trustee of the Steven L. Galvanoni Trust
----------------------------------------------------------- -----------------
Greg Hoffman                                                16,668
----------------------------------------------------------- -----------------
         TOTAL                                              166,667
----------------------------------------------------------- -----------------

100,000 ADDITIONAL EA SHARES
----------------------------

NAME                                                        NUMBER OF SHARES
----------------------------------------------------------- -----------------
Steven L. Galvanoni,                                        50,000
as trustee of the Steven L. Galvanoni Trust
----------------------------------------------------------- -----------------
Greg Hoffman                                                50,000
----------------------------------------------------------- -----------------
         TOTAL                                              100,000
----------------------------------------------------------- -----------------







                                       9
