

                                                                     EXHIBIT 4.2

                            Form of Warrant Agreement
                            -------------------------

                             EARTHSHELL CORPORATION
                              COMMON STOCK WARRANT

      THIS WARRANT AND THE UNDERLYING  COMMON STOCK MAY NOT BE OFFERED FOR SALE,
SOLD OR  OTHERWISE  DISPOSED  OF EXCEPT  PURSUANT TO AN  EFFECTIVE  REGISTRATION
STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT.

      This certifies that, for good and valuable consideration, receipt of which
is hereby  acknowledged,  __________________________  ("Holder")  is entitled to
purchase,  subject to the terms and conditions of this Warrant,  from EarthShell
Corporation, a Delaware corporation (the "Company"), ___________________________
(_____________)  fully paid and  nonassessable  shares of the common stock, $.01
par  value  per  share  ("Common  Stock"),  of the  Company  during  the  period
commencing on the date of this Warrant and ending at 5:00 p.m.  California  time
Five (5)  years  from  such date (the  "Expiration  Date"),  at which  time this
Warrant  will  expire and become  void  unless  earlier  terminated  as provided
herein.  The shares of Common  Stock of the  Company  for which this  Warrant is
exercisable,  as adjusted from time to time  pursuant to the terms  hereof,  are
hereinafter referred to as the "Warrant Shares".

      1.    Exercise  Price.  The initial  exercise price for the Warrant Shares
shall be $3.90 per share,  subject to  adjustment  pursuant to the terms  hereof
(such price,  as adjusted from time to time, is  hereinafter  referred to as the
"Exercise Price").

      2.    Exercise and Payment. This Warrant may be exercised,  in whole or in
part,  from time to time by the Holder prior to the Expiration Date by surrender
to the Company,  at the  principal  executive  offices of the  Company,  of this
Warrant and the Notice of Exercise annexed hereto duly completed and executed by
the Holder,  together  with payment in the amount  obtained by  multiplying  the
Exercise  Price  then in effect by the number of Warrant  Shares  thereby  being
purchased,  as designated in the Notice of Exercise.  Payment may be made by one
or more of the following means:

            (a)   in cash or by check payable to the order of the Company;

            (b)   the delivery to the Company of a certificate  or  certificates
      representing  shares of Common Stock,  duly endorsed or  accompanied  by a
      duly executed  stock power,  which delivery  effectively  transfers to the
      Company good and valid title to such shares, free and clear of any pledge,
      commitment,  lien, claim or other encumbrance (such shares to be valued on
      the basis of their aggregate fair market value thereof on the date of such
      exercise),   provided  that  the  Company  is  not  then  prohibited  from
      purchasing or acquiring such shares of Common Stock;


<PAGE>

            (c)   exercising  using a "net share" method or  "pyramiding" of the
      Warrant  Shares,   provided  that  the  Company  is  not  prohibited  from
      purchasing  or  acquiring  shares of Common  Stock This shall mean that in
      lieu of exercise as provided in (a) and (b) above, the Holder may elect to
      convert  all or a portion  of this  Warrant,  without  the  payment by the
      Holder of any additional  consideration,  by surrendering  this Warrant to
      the  Company,  into up to the number of Warrant  Shares  that is  obtained
      under the following formula:

                                   X = Y (A-B)
                                       -------
                                          A

            where X = the number of shares of Warrant Shares to be issued to the
                      Holder pursuant to this Section 2(c).

                  Y = the  number  of  shares  of Warrants  the Holder elects to
                      convert.

                  A = the fair market value of one share of Warrant Shares.

                  B = the Exercise Price.

(i) If the Company's Common Stock is publicly traded,  the per share fair market
value of the Warrant  Shares  shall be the average of the closing  prices of the
Common Stock as quoted on the Nasdaq National  Market or the principal  exchange
on which the Common  Stock is listed,  or if not so listed  then the fair market
value  shall be the  average of the  closing  bid prices of the Common  Stock as
published in The Wall Street Journal,  in each case for the fifteen trading days
ending  five  trading  days prior to the date of  determination  of fair  market
value;  (ii) If the Company's  Common Stock is not so publicly  traded,  the per
share fair  market  value of the Shares  shall be such fair  market  value as is
determined in good faith by the parties.


            (d)   any  other  means as  determined  by the  Company  in its sole
discretion; and/or

            (e)   any combination of the foregoing.

      3.    Early  Termination.  Prior  to the  Expiration  Date,  if all of the
Sublicense  Agreements  between  EarthShell Asia,  Limited and the Company dated
August 22, 2005 are terminated,  (a) if at such time this Warrant is exercisable
for more than  __________  Warrant  Shares,  this Warrant shall  terminate as to
_______ Warrant Shares,  and (b) if at such time this Warrant is exercisable for
less than ___________  Warrant Shares, this Warrant shall terminate and be of no
further force or effect.

      4.    Reservation  of Shares.  The Company  shall at all times reserve for
issuance and delivery upon exercise of this Warrant such number of shares of its
Common  Stock from time to time  issuable as Warrant  Shares.  All such  Warrant
Shares shall be duly  authorized,  and when issued upon such exercise,  shall be
validly  issued,  fully  paid and  non-assessable,  free and clear of all liens,
security  interests,  charges and other encumbrances or restrictions on sale and
free and clear of all preemptive rights.



                                       2
<PAGE>

      5.    Delivery  of Stock  Certificates.  Within a  reasonable  time  after
exercise,  in whole or in part, of this Warrant,  the Company shall issue in the
name of, and deliver to, the Holder a certificate or certificates for the number
of fully paid and  nonassessable  Warrant  Shares  which the  Holder  shall have
requested in the Notice of Exercise.  If this Warrant is exercised in part,  the
Company shall deliver to the Holder a new Warrant for the unexercised portion of
the  Warrant  Shares  at the  time of  delivery  of such  stock  certificate  or
certificates.

      6.    No Fractional  Shares. No fractional  Warrant Shares shall be issued
upon exercise of this  Warrant.  If upon any exercise of this Warrant a fraction
of a share results,  the Company will pay the Holder the difference  between the
cash  value of the  fractional  share  and the  portion  of the  Exercise  Price
allocable to the fractional share.

      7.    [Intentionally omitted.]

      8.    Charges,  Taxes and  Expenses.  The Company  shall pay all  transfer
taxes or other  incidental  charges,  if any, in connection with the issuance of
the Warrant Shares to the Holder.

      9.    Loss, Theft,  Destruction or Mutilation of Warrant.  Upon receipt by
the  Company  of  evidence  reasonably  satisfactory  to it of the loss,  theft,
destruction  or  mutilation  of this  Warrant,  and in case of  loss,  theft  or
destruction,  of indemnity or security  reasonably  satisfactory to the Company,
and upon  reimbursement  to the Company of all  reasonable  expenses  incidental
thereto, and upon surrender and cancellation of this Warrant, if mutilated,  the
Company  shall make and deliver a new Warrant of like tenor and dated as of such
cancellation, in lieu of this Warrant.

      10.   Saturdays,  Sundays,  Holidays. If the last or appointed day for the
taking of any action or the  expiration of any right  required or granted herein
shall be a Saturday  or a Sunday or shall be a legal  holiday,  then such action
may be taken or such right may be exercised on the next succeeding  weekday that
is not a legal holiday.

      11.   Adjustment  of  Exercise  Price and Number of Shares.  The  Exercise
Price and the number of Warrant Shares purchasable upon exercise of this Warrant
shall be subject to adjustment from time to time as follows:

            (a)   Subdivisions, Combinations and Other Issuances. If the Company
shall at any time prior to the  Expiration  Date  subdivide its shares of Common
Stock by split-up or otherwise,  or combine its shares of Common Stock, then the
number of Warrant  Shares as to which this Warrant is exercisable as of the date
of such subdivision,  split-up or combination shall be proportionately increased
in the case of a  subdivision,  or  proportionately  decreased  in the case of a
combination.  Appropriate,  corresponding  adjustment  shall also be made to the
Exercise Price so that the aggregate purchase price payable for the total number
of Warrant  Shares  purchasable  under this  Warrant as of such date remains the
same.

            (b)   Stock Dividend. If at any time the Company declares a dividend
or other  distribution  on Common Stock  payable in Common Stock or  Convertible
Securities  without  payment  of any  consideration  by  their  holders  for the
additional shares of Common Stock or the Convertible  Securities  (including the
additional shares of Common Stock issuable pursuant to the terms thereof),  then
the number of Warrant Shares as to which this Warrant may be exercised  shall be
increased as of the record date (or the date of such dividend distribution if no
record  date is set) for  determining  which  holders of Common  Stock  shall be
entitled to receive such  dividend,  in proportion to the increase in the number
of outstanding shares (and shares of Common Stock issuable pursuant to the terms
of the Convertible Securities) of Common Stock as a result of such dividend, and
the Exercise  Price shall be adjusted so that the aggregate  amount  payable for
the purchase of all the Warrant Shares issuable hereunder  immediately after the
record  date  (or on the  date of such  distribution,  if  applicable)  for such
dividend  shall equal the aggregate  amount so payable  immediately  before such
record  date  (or on the  date of such  distribution,  if  applicable).  As used
herein,  "Convertible  Securities"  means evidences of  indebtedness,  shares of
stock or other securities, which are convertible into, exchangeable for, with or
without  payment of additional  consideration,  shares of Common  Stock,  either
immediately  or upon the  arrival  of a  specified  date or the  happening  of a
specified event or both.



                                       3
<PAGE>

            (c)   Other Distributions.  If at any time after the date hereof the
Company  distributes  to holders of its Common Stock,  other than as part of its
dissolution or  liquidation or the winding up of its affairs,  any shares of its
capital  stock,  any evidence of  indebtedness  or any of its assets (other than
cash,  Common  Stock or  Convertible  Securities),  then the Company may, at its
option, either (i) decrease the Exercise Price of this Warrant by an appropriate
amount  based  upon the  value  distributed  on each  share of  Common  Stock as
determined in good faith by the Company's  Board of Directors or (ii) provide by
resolution of the Company's Board of Directors that on exercise of this Warrant,
the Holder hereof shall  thereafter  be entitled to receive,  in addition to the
Warrant Shares otherwise  receivable on exercise hereof, the number of shares or
other  securities or property which would have been received had this Warrant at
the time been exercised.

            (d)   Merger.  If at any time after the date hereof there shall be a
merger or consolidation of the Company with or into another corporation when the
Company is not the surviving  corporation,  then the Holder shall  thereafter be
entitled to receive upon exercise of this Warrant,  during the period  specified
herein and upon  payment of the  aggregate  Exercise  Price then in effect,  the
number of shares or other  securities or property of the  successor  corporation
resulting from such merger or  consolidation,  which would have been received by
the Holder for the Warrant Shares had this Warrant been exercised at such time.

            (e)   Reclassification.  If at any time after the date hereof  there
shall be a change or  reclassification  of the  securities as to which  purchase
rights  under  this  Warrant  exist  into  the  same or a  different  number  of
securities  of any other class or classes,  then the Holder shall  thereafter be
entitled to receive upon exercise of this Warrant,  during the period  specified
herein and upon  payment  of the  Exercise  Price then in effect,  the number of
shares  or  other   securities  or  property   resulting  from  such  change  or
reclassification,  which  would have been  received  by Holder  for the  Warrant
Shares had this Warrant been exercised at such time.

      12.   Notice of  Adjustments;  Notices.  Whenever  the  Exercise  Price or
number or kind of  securities  purchasable  hereunder  is  adjusted  pursuant to
Section  11  hereof,  the  Company  shall  execute  and  deliver to the Holder a
certificate  setting  forth,  in  reasonable  detail,  the event  requiring  the
adjustment,  the amount of the  adjustment,  the method by which such adjustment
was  calculated  and the  Exercise  Price and  number of and kind of  securities
purchasable hereunder after giving effect to such adjustment,  and shall cause a
copy of such certificate to be mailed (by first class mail,  postage prepaid) to
the Holder.



                                       4
<PAGE>

      13.   Rights As Stockholder;  Notice to Holders. Nothing contained in this
Warrant shall be construed as conferring  upon the Holder,  or any transferee of
the  Holder,  the right to vote or to  receive  dividends  or to  consent  or to
receive  notice as a shareholder in respect of any meeting of  shareholders  for
the election of directors of the Company or of any other  matter,  or any rights
whatsoever as shareholders  of the Company.  The Company shall notify the Holder
by registered mail if at any time prior to the expiration or exercise in full of
the Warrant, any of the following events occur:

            (a)   a dissolution,  liquidation or winding up of the Company shall
be submitted to the stockholders of the Company for approval; or

            (b)   a capital  reorganization  or  reclassification  of the Common
Stock (other than a subdivision or combination of the  outstanding  Common Stock
and  other  than  a  change  in  the  par  value  of the  Common  Stock)  or any
consolidation or merger of the Company with or into another  corporation  (other
than  a  consolidation  or  merger  in  which  the  Company  is  the  continuing
corporation and that does not result in any reclassification or change of Common
Stock  outstanding)  or in the  case  of  any  sale  or  conveyance  to  another
corporation of the property of the Company as an entirety or substantially as an
entirety; or

            (c)   a taking  by the  Company  of a record of the  holders  of any
class of securities for the purpose of determining  the holders  thereof who are
entitled  to  receive  any  dividend  (other  than a  cash  dividend)  or  other
distribution,  any right to subscribe  for,  purchase or  otherwise  acquire any
shares of stock of any class or any other securities or property,  or to receive
any other rights.

This notice to Holder shall be given simultaneously with the giving of notice to
holders of Common  Stock.  Such notice shall specify the record date or the date
of closing the stock transfer books, as the case may be. Failure to provide such
notice will not affect the validity of any action taken in connection  with such
dividend,   distribution   or   subscription   rights,   or   proposed   merger,
consolidation, sale, conveyance, dissolution, liquidation or winding up.

      14.   Restricted Securities.  The Holder understands that this Warrant and
the  Warrant  Shares  constitute  "restricted   securities"  under  the  federal
securities  laws  inasmuch as they are, or will be,  acquired  directly from the
Company in transactions not involving a public offering and accordingly may not,
under  applicable  laws  and  regulations,  be  resold  or  transferred  without
registration  under the  Securities  Act of 1933, as amended (the "1933 Act") or
availability  of an  applicable  exemption  from such  registration.  The Holder
further acknowledges that a securities legend  substantially  similar to that on
the first page hereof shall be placed on any Warrant Shares issued to the Holder
upon exercise of this Warrant.

      15.   Certification of Investment Purpose. The Holder covenants and agrees
that at any time that this Warrant is exercised,  in whole or in part,  and as a
condition thereto,  a written  certification in the form attached as Exhibit A-1
shall be delivered to the Company by the Holder.



                                       5
<PAGE>

      16.   Disposition of Warrant and Warrant Shares; Transfer of Warrant.

            (a)   This Warrant and any Warrant  Shares  purchased  hereunder may
not be sold, transferred,  assigned, pledged or hypothecated (any such action, a
"Transfer") by the Holder except in compliance with this Agreement.  The Company
shall not be required  (i) to transfer on its books this  Warrant or any Warrant
Shares  which have been  Transferred  in  violation  of the  provisions  of this
Agreement or (ii) to treat as the owner of the Warrant or the Warrant  Shares or
otherwise to accord  voting or dividend  rights to any  transferee  to whom this
Warrant or the Warrant  Shares have been  Transferred  in  contravention  of the
terms of this Warrant. This Warrant may be divided or combined,  upon request to
the Company by the Holder,  into a certificate or certificates  representing the
right to purchase the same aggregate number of Warrant Shares. If at the time of
a Transfer,  a  registration  statement is not in effect to register the Warrant
Shares, the Company may require the Holder to make such representations, and may
place  such  legends  on  certificates  representing  this  Warrant,  as  may be
reasonably  required  in the  opinion  of  counsel  to the  Company  to permit a
Transfer  without such  registration.  EarthShell  acknowledges  that Holder may
transfer  some of these  securities  to  accredited  investors in valid  private
placements  exempt  from  the  registration  requirements  of  the  1933  Act in
connection with such investors investments in EarthShell Asia, Limited.

      17.   Miscellaneous.

            (a)   Construction. Unless the context indicates otherwise, the term
"Holder" shall include any successor  transferee or transferees of this Warrant,
and the term "Warrant" shall include any and all warrants  outstanding  pursuant
to this  Agreement,  including  those  evidenced by one or more  instruments  or
certificates issued upon division,  exchange,  substitution or transfer pursuant
to Section 16.

            (b)   Restrictions. By receipt of this Warrant, the Holder is making
the same  investment  representations  with respect to the  acquisition  of this
Warrant as the Holder is required to make upon the  exercise of this Warrant and
acquisition  of the  Warrant  Shares.  EarthShell  acknowledges  that Holder may
transfer  some of these  securities  to  accredited  investors in valid  private
placements  exempt  from  the  registration  requirements  of  the  1933  Act in
connection with such investors investments in EarthShell Asia, Limited.

            (c)   Notices.  Unless  otherwise  provided,  any notice required or
permitted  under  this  Warrant  shall be given in  writing  and shall be deemed
effectively  given upon  personal  delivery to the party to be notified or three
days  following  deposit with the United  States Post Office,  by  registered or
certified  mail,  postage  prepaid and addressed to the party to be notified (or
one (1) day following  timely  deposit with a reputable  overnight  courier with
next day delivery  instructions),  or upon confirmation of receipt by the sender
of any notice by facsimile  transmission,  at the address  indicated below or at
such other  address as such party may  designate  by ten days'  advance  written
notice to the other party.




                                       6
<PAGE>





                  To Holder:
                                            ------------------------------------

                                            Attention:



                  To the Company:           EarthShell Corporation

                                            Attention:  CEO

            (d)   Governing Law. This Warrant shall be governed by and construed
under  the laws of the  State of  California  as  applied  to  agreements  among
California   residents  entered  into  and  to  be  performed   entirely  within
California.

            (e)   Severability.  If one or more  provisions  of this Warrant are
held to be unenforceable  under applicable law, such provision shall be excluded
from this Warrant and the balance of the Warrant shall be interpreted as if such
provision  were so excluded and the balance shall be  enforceable  in accordance
with its terms.

            (f)   Entire   Agreement.   This  Warrant   constitutes  the  entire
agreement and  understanding  of the parties  hereto with respect to the subject
matter  hereof,  and  supersedes  all prior and  contemporaneous  agreements and
understandings, whether oral or written, between the parties hereto with respect
to the subject matter hereof.

            (g)   Binding  Effect.  This  Warrant  and the  various  rights  and
obligations  arising hereunder shall inure to the benefit of and be binding upon
the Company and its  successors  and assigns,  and Holder and its successors and
assigns.

            (h)   Waiver;  Consent.  This  Warrant may not be changed,  amended,
terminated,  augmented,  rescinded or discharged (other than by performance), in
whole or in part,  except by a writing  executed by the parties  hereto,  and no
waiver of any of the  provisions  or  conditions  of this  Warrant or any of the
rights of a party hereto shall be effective or binding  unless such waiver shall
be in  writing  and  signed  by the party  claimed  to have  given or  consented
thereto.

            (i)   Counterparts.   This   Warrant   may  be  signed  in   several
counterparts,  each of which shall constitute an original and may be executed by
facsimile signature.



                                       7
<PAGE>

      18.   Limitation on EarthShell Corporation Direct Liability

      Notwithstanding  any provision to the contrary in this Warrant  Agreement,
the letter agreement, dated December 9, 2005, between EarthShell Corporation and
EarthShell  Asia,  Limited,  pursuant to which this Warrant  Agreement  has been
issued,  or the agreements and letters to be delivered  pursuant to the terms of
such letter  agreement,  if EarthShell  Corporation  defaults under the terms of
this Warrant  Agreement,  the letter agreement,  dated December 9, 2005, between
EarthShell  Corporation  and EarthShell  Asia,  Limited,  pursuant to which this
Warrant  Agreement  has been  issued,  and/or the  agreements  and letters to be
delivered  pursuant  to the terms of such  letter  agreement,  EarthShell  Asia,
Limited,  each of the  signatories to the agreements  delivered  pursuant to the
letter agreement,  including the holder of this Warrant  Agreement,  and each of
the  holders  of the EA  Shares  and EA  Warrants,  as  defined  in such  letter
agreement,  individually  and  collectively,  shall  under no  circumstances  be
entitled to recover or collect directly from EarthShell Corporation,  whether by
Fee Damages,  as such term is defined in the letter  agreement,  or judgment for
damages or otherwise, an aggregate amount for any and all EarthShell Corporation
defaults  which  exceeds the total of (i)  $900,000,  plus (ii) the total of all
Technology Fees paid by EarthShell Asia, Limited to EarthShell Corporation under
the terms of the Asian  Sublicense  Agreements,  as such term is  defined in the
letter agreement (the "TECHNOLOGY  FEES"), plus (iii) the total of all royalties
paid by  EarthShell  Asia,  Limited  to  EarthShell  under the terms of the Five
Sublicenses,  as such term is defined in the letter agreement, prior to the date
of such  collection  or  recovery.  To the extent one or more  judgments  is not
satisfied in full directly from EarthShell  Corporation because of the foregoing
limitation on EarthShell Corporation's direct liability, the balance or balances
may be withheld by  EarthShell  Asia,  Limited  from  future  Technology  Fee or
royalty  payments  otherwise  due from  EarthShell  Asia,  Limited to EarthShell
Corporation under the terms of the Five Sublicenses,  as such term is defined in
the letter agreement, and applied by EarthShell Asia, Limited to such balance or
balances,  whether the balance or balances are owed to EarthShell Asia, Limited,
a signatory to the agreements delivered pursuant to the letter agreement,  or to
a holder of EA Shares or EA  Warrants,  as such terms are  defined in the letter
agreement.

                            [signature page follows]






                                       8
<PAGE>





      IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this  Warrant
effective as of the date hereof

                                       THE COMPANY:
                                       ------------


                                       EARTHSHELL CORPORATION,
                                         a Delaware corporation



                                       By:
                                           -------------------------------------



                                       Its:
                                           -------------------------------------



                                       HOLDER:
                                       -------



                                       By:
                                           -------------------------------------




                                       Its:
                                           -------------------------------------







                                       DATED:  December [__], 2005
