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================================================================================

                                 UNITED STATES
                       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

                                February 10, 2006

                             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.)


             1301 York Road, Suite 200, Lutherville, Maryland 21093
               (Address of principal executive offices) (Zip code)


                                 (410) 847-9420
               Registrant's telephone number, including area code:

                                       N/A
          (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 February 10, 2006, EarthShell Corporation,  a Delaware corporation (the
"Company"),  entered into a Letter Agreement (the  "Agreement")  with Earthshell
Asia,  Limited, a Hong Kong limited liability company ("EA"),  which amended and
restated  a letter  Agreement  dated as of August 22,  2005 and  amended a Stock
Purchase  Agreement dated as of August 22, 2005 and five  sublicense  agreements
dated August 22, 2005, all of which were entered into by the Company and EA.

      As  previously  disclosed  in a Current  Report on Form 8-K filed with the
Securities and Exchange  Commission on February 3, 2006,  although the Agreement
was dated  December 9, 2005,  the  Agreement  was not to be signed and delivered
until all conditions to the transactions  described  therein were satisfied.  On
February  10,  2006,  all of the  conditions  described  in the  Agreement  were
satisfied,  the Agreement  was deemed signed and delivered and the  transactions
contemplated therein were completed.  Pursuant to the Agreement,  the Company is
eligible to receive a total of up to $2.6 million from a combination  of prepaid
technology  fees  (up  to  $1.7  million)  upon  the   satisfaction  of  certain
conditions,  and $900,000 for the sale of (i) 266,667 shares of its common stock
(the  "Shares"),  and (iii) for the issuance of warrants to purchase one million
thirty three  thousand  three  hundred  thirty three  (1,033,333)  shares of the
Company's common stock at $3.90 per share (the "Warrants"). As consideration for
the Shares,  the Company received $500,000 from EA in August 2005, an additional
$300,000  in December  2005 and the final  payment of  approximately  $61,000 on
February 10, 2006.  Upon receipt of the final  payment,  the Company  issued the
Shares  and  the  Warrants  to  various   investors   affiliated  with  EA  (the
"Investors").

      The Company also signed and delivered an Investor  Rights  Agreement  with
each of the Investors dated as of December 9, 2005. Pursuant to the terms of the
Investor  Rights  Agreement,  the  Company  granted  registration  rights to the
Investors.


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits:


      4.1   Investor Rights Agreement dated as of December 9, 2005, by and among
            EarthShell Corporation and the parties signatory thereto.

      4.2   Form of EarthShell Corporation Common Stock Warrant

      10.1  Letter  Agreement  dated as of  December  9,  2005,  by and  between
            EarthShell Corporation and EarthShell Asia, Limited.


                                       2
<PAGE>


                                    SIGNATURE


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


                                        EARTHSHELL CORPORATION

Date: February 10, 2006                 By: /s/ D. Scott Houston
                                            ------------------------------------
                                        Name:   D. Scott Houston
                                        Title:  Chief Financial Officer


                                       3
<PAGE>


                                INDEX TO EXHIBITS

NO.   DESCRIPTION

4.1   Investor  Rights  Agreement  dated as of  December  9, 2005,  by and among
      EarthShell Corporation and the parties signatory thereto.

4.2   Form of EarthShell Corporation Common Stock Warrant

10.1  Letter  Agreement dated as of December 9, 2005, by and between  EarthShell
      Corporation and EarthShell Asia, Limited.


                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>v036038_ex4-1.txt
<TEXT>

                                                                     EXHIBIT 4.1

                            INVESTOR RIGHTS AGREEMENT

      THIS INVESTOR  RIGHTS  AGREEMENT (the  "AGREEMENT")  is entered into as of
December 9, 2005, by and among EarthShell  Corporation,  a Delaware  corporation
(the  "COMPANY")  and the  purchasers  of the  Company's  Common Stock  ("COMMON
STOCK") set forth on Schedule 1 of that  certain  Letter  Agreement of even date
herewith (the "LETTER  AGREEMENT")  and Schedule 1 hereto and the grantees under
the Warrant  Agreements  (the "WARRANT  AGREEMENTS")  issued as set forth in the
Letter  Agreement.  The  purchasers  of the Common Stock and grantees  under the
Warrant  Agreements shall be referred to hereinafter as the "INVESTORS" and each
individually as an "INVESTOR."

                             PRELIMINARY STATEMENTS

      A. As of the date  hereof,  the  Company  has sold and issued Two  Hundred
Sixty-Six  Thousand  Six-Hundred  Sixty-Seven  (266,667)  shares of Common Stock
pursuant to the Letter  Agreement and the related Stock  Purchase  Agreement and
One Million Thirty-Three Thousand Three Hundred Thirty-Three  (1,033,333) shares
of its Common Stock  pursuant to the Letter  Agreement  and the related  Warrant
Agreements, as set forth in the Letter Agreement.

      B. As a condition of entering  into the Letter  Agreement,  the  Investors
have requested that the Company extend to them registration  rights as set forth
below.

                                    AGREEMENT

      NOW, THEREFORE, in consideration of the mutual promises,  representations,
warranties,  covenants  and  conditions  set forth in this  Agreement and in the
Letter  Agreement and for other good,  valuable and binding  consideration,  the
parties hereto, intending to be legally bound hereby, mutually agree as follows:

I. GENERAL


      1.1 DEFINITIONS.  As used in this Agreement the following terms shall have
the following respective meanings:

      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

      "FORM S-3" means  such form under the  Securities  Act as in effect on the
date  hereof  or any  successor  registration  form  under  the  Securities  Act
subsequently  adopted by the SEC which  permits  inclusion or  incorporation  of
substantial  information  by reference to other  documents  filed by the Company
with the SEC.

      "HOLDER"  means any person owning of record  Registrable  Securities  that
have not been sold to the public or any  assignee of record of such  Registrable
Securities in accordance with Section 2.9 hereof.

      "REGISTER,"  "REGISTERED,"  and  "REGISTRATION"  refer  to a  registration
effected by preparing and filing a registration statement in compliance with the
Securities  Act,  and the  declaration  or  ordering  of  effectiveness  of such
registration statement or document.


<PAGE>

      "REGISTRABLE  SECURITIES"  means (a) Common Stock of the Company issued to
Investors pursuant to the Letter Agreement,  Stock Purchase Agreement or Warrant
Agreements;  and (b) any Common Stock of the Company issued as (or issuable upon
the  exercise  of any  warrant,  right or other  security  which is issued as) a
dividend  or other  distribution  with  respect  to,  or in  exchange  for or in
replacement of, such above-described securities.  Notwithstanding the foregoing,
Registrable Securities shall not include any securities eligible to be sold by a
person to the public pursuant to a registration  statement or Rule 144 under the
Securities Act or sold in a private transaction in which the transferor's rights
under Section 2 of this Agreement are not assigned.

      "REGISTRATION EXPENSES" shall mean all expenses incurred by the Company in
complying with Sections 2.1, 2.2 and 2.3 hereof, including,  without limitation,
all registration and filing fees,  printing expenses,  fees and disbursements of
counsel for the Company,  reasonable fees and  disbursements of a single special
counsel  for the  Holders,  blue sky fees and  expenses  and the  expense of any
special audits incident to or required by any such  registration  (including the
compensation  of regular  employees  of the  Company  which shall be paid in any
event by the Company).

      "SEC" or "COMMISSION" means the Securities and Exchange Commission.

      "SECURITIES ACT" means the Securities Act of 1933, as amended.

      "SELLING   EXPENSES"   means  all   underwriting   discounts  and  selling
commissions applicable to the sale.

      "SHARES"  means the  Company's  Common Stock issued  pursuant to the Stock
Purchase  Agreement or Warrant  Agreements  and held by the Investors  listed on
schedule 1 hereto and their permitted assigns.

II. REGISTRATION

      2.1 DEMAND REGISTRATION.

            (a) Subject to the  conditions  hereof and  applicable  law, rule or
regulation,  if the Company shall receive a written  request from the Holders of
twenty-five  percent of the Registrable  Securities (the  "INITIATING  HOLDERS")
that the Company file a registration statement under the Securities Act covering
the registration of at least twenty-five  percent of the Registrable  Securities
(a "QUALIFIED PUBLIC OFFERING"), then the Company shall, within thirty (30) days
of the receipt thereof,  give written notice of such request to all Holders, and
subject to the  limitations of this Section 2.1, use its best efforts to effect,
as soon  as  practicable,  the  registration  under  the  Securities  Act of all
Registrable  Securities that the Holders request within ten days of the delivery
of the Company's notice to be registered.


                                       2
<PAGE>

            (b) If the Initiating  Holders intend to distribute the  Registrable
Securities  covered by their request by means of an underwriting,  they shall so
advise the Company as a part of their  request made pursuant to this Section 2.1
or any  request  pursuant  to Section 2.3 and the  Company  shall  include  such
information  in the  written  notice  referred  to in Section  2.1(a) or Section
2.3(a),  as  applicable.  In such event,  the right of any Holder to include its
Registrable  Securities  in such  registration  shall be  conditioned  upon such
Holder's  participation in such  underwriting and the inclusion of such Holder's
Registrable  Securities in the underwriting to the extent provided  herein.  All
Holders proposing to distribute their securities through such underwriting shall
enter into an  underwriting  agreement in customary form with the underwriter or
underwriters  selected  for such  underwriting  by a majority in interest of the
Initiating  Holders  (which  underwriter  or  underwriters  shall be  reasonably
acceptable to the Company).  Notwithstanding any other provision of this Section
2.1 or Section  2.3,  if the  underwriter  advises the  Company  that  marketing
factors  require a limitation  of the number of  securities  to be  underwritten
(including Registrable  Securities) then the Company shall so advise all Holders
of Registrable Securities which would otherwise be underwritten pursuant hereto,
and the  number of shares  that may be  included  in the  underwriting  shall be
allocated  to the  Holders of such  Registrable  Securities  on a pro rata basis
based  on  the  number  of  Registrable  Securities  held  by all  such  Holders
(including the  Initiating  Holders).  Any  Registrable  Securities  excluded or
withdrawn from such underwriting shall be withdrawn from the registration.

            (c) The  Company  shall not be  required  to  effect a  registration
pursuant to this Section 2.1:

                  (i) if the Company has effected one (1) registrations pursuant
to this  Section  2.1,  and such  registrations  have been  declared  or ordered
effective; or

                  (ii) if the Initiating Holders propose to dispose of shares of
Registrable  Securities that may be immediately  registered on Form S-3 pursuant
to a request made pursuant to Section 2.3 below.

      2.2  PIGGYBACK  REGISTRATIONS.  The  Company  shall  notify all Holders of
Registrable Securities in writing at least fifteen (15) days prior to the filing
of any registration  statement under the Securities Act for purposes of a public
offering  of  securities  of  the  Company  (including,   but  not  limited  to,
registration  statements  relating to secondary  offerings of  securities of the
Company,  but excluding  registration  statements  relating to employee  benefit
plans or with respect to corporate  reorganizations  or other transactions under
Rule 145 of the Securities  Act) and will afford each such Holder an opportunity
to  include  in such  registration  statement  all or  part of such  Registrable
Securities held by such Holder,  unless the Company is otherwise prohibited from
doing so due to an agreement  outstanding as of the date hereof or by applicable
law,  rule  or  regulation.   Each  Holder  desiring  to  include  in  any  such
registration  statement all or any part of the Registrable Securities held by it
shall,  within  fifteen  (15) days  after the  above-described  notice  from the
Company, so notify the Company in writing.  Such notice shall state the intended
method of disposition of the Registrable  Securities by such Holder. If a Holder
decides not to include all of its  Registrable  Securities  in any  registration
statement  thereafter  filed by the  Company,  such  Holder  shall  nevertheless
continue  to have  the  right  to  include  any  Registrable  Securities  in any
subsequent  registration statement or registration statements as may be filed by
the Company with respect to offerings of its securities,  all upon the terms and
conditions set forth herein.


                                       3
<PAGE>

            (a)  Underwriting.  If the  registration  statement  under which the
Company gives notice under this Section 2.2 is for an underwritten offering, the
Company shall so advise the Holders of  Registrable  Securities.  In such event,
the right of any such Holder to be included in a  registration  pursuant to this
Section  2.2 shall be  conditioned  upon  such  Holder's  participation  in such
underwriting  and the inclusion of such Holder's  Registrable  Securities in the
underwriting to the extent provided herein.  All Holders proposing to distribute
their  Registrable  Securities  through  such  underwriting  shall enter into an
underwriting  agreement in customary form with the  underwriter or  underwriters
selected  for  such  underwriting  by the  Company.  Notwithstanding  any  other
provision of the  Agreement,  if the  underwriter  determines in good faith that
marketing   factors  require  a  limitation  of  the  number  of  shares  to  be
underwritten,  the number of shares  that may be  included  in the  underwriting
shall be allocated,  first, to the Company; second, to the Holders on a pro rata
basis based on the total number of Registrable  Securities  held by the Holders;
and third, to any shareholder of the Company (other than a Holder) on a pro rata
basis, unless the Company is required to effect a different allocation due to an
agreement outstanding as of the date hereof or by law or applicable law, rule or
regulation.  No such  reduction  shall  reduce the amount of  securities  of the
selling Holders included in the registration below twenty-five  percent (25%) of
the total amount of securities included in such registration, unless the Company
is required to do so due to an agreement outstanding as of the date hereof or by
law or applicable  law, rule or  regulation.  If any Holder  disapproves  of the
terms of any such  underwriting,  such Holder may elect to withdraw therefrom by
written notice to the Company and the  underwriter,  delivered at least ten (10)
business days prior to the effective  date of the  registration  statement.  Any
Registrable  Securities  excluded or withdrawn from such  underwriting  shall be
excluded  and  withdrawn  from  the  registration.  For any  Holder  which  is a
partnership or corporation,  the partners,  retired partners and shareholders of
such Holder,  or the estates and family members of any such partners and retired
partners and any trusts for the benefit of any of the foregoing  person shall be
deemed to be a single "Holder",  and any pro rata reduction with respect to such
"Holder"  shall  be  based  upon  the  aggregate   amount  of  shares   carrying
registration  rights  owned by all  entities  and  individuals  included in such
"Holder," as defined in this sentence.

            (b) Right to  Terminate  Registration.  The  Company  shall have the
right to  terminate  or withdraw  any  registration  initiated  by it under this
Section 2.2 prior to the effectiveness of such  registration  whether or not any
Holder has elected to include securities in such registration.  The Registration
Expenses  of such  withdrawn  registration  shall  be borne  by the  Company  in
accordance with Section 2.4 hereof.

      2.3 FORM S-3 REGISTRATION. Subject to the conditions hereof and applicable
law rules or regulation,  in the event the Company shall receive from any Holder
or Holders of  Registrable  Securities  a written  request or requests  that the
Company effect a registration  on Form S-3 (or any successor to Form S-3) or any
similar short-form  registration  statement with respect to all or a part of the
Registrable Securities owned by such Holder or Holders in excess of an aggregate
of hundred-thousand shares of Registrable Securities, the Company will:

            (a) promptly give written notice of the proposed  registration,  and
any related  qualification  or  compliance,  to all other Holders of Registrable
Securities; and


                                       4
<PAGE>

            (b) as soon as  practicable,  file a registration  statement on Form
S-3 and effect such  registration  as may be so requested and as would permit or
facilitate the sale and  distribution of all or such portion of such Holder's or
Holders' Registrable Securities as are specified in such request,  together with
all or such portion of the Registrable Securities of any other Holder or Holders
joining in such  request as are  specified  in a written  request  given  within
fifteen  (15) days  after  receipt  of such  written  notice  from the  Company;
provided,  however,  that the Company  shall not be obligated to effect any such
registration,  qualification or compliance  pursuant to this Section 2.3 if Form
S-3 (or any successor or similar form) is not available for such offering by the
Holders.

      2.4  EXPENSES  OF  REGISTRATION.  All  Registration  Expenses  incurred in
connection  with any  registration,  qualification  or  compliance  pursuant  to
Section 2.1 or any registration under Section 2.2 or Section 2.3 herein shall be
borne by the  Company.  All Selling  Expenses  incurred in  connection  with any
registrations  hereunder,  shall be borne by the  holders of the  securities  so
registered pro rata on the basis of the number of shares so registered.

      2.5  OBLIGATIONS  OF  THE  COMPANY.   Whenever   required  to  effect  the
registration of any Registrable Securities,  the Company shall, as expeditiously
as reasonably possible:

            (a)  Prepare  and file with the SEC a  registration  statement  with
respect to such Registrable  Securities and use all reasonable  efforts to cause
such registration  statement to become  effective,  and, upon the request of the
Holders of a majority of the Registrable Securities registered thereunder,  keep
such registration statement effective for up to thirty (30) days or, if earlier,
until the Holder or Holders have completed the distribution related thereto. The
Company shall not be required to file, cause to become effective or maintain the
effectiveness of any registration  statement that contemplates a distribution of
securities  on a delayed  or  continuous  basis  pursuant  to Rule 415 under the
Securities Act.

            (b) Prepare and file with the SEC such amendments and supplements to
such  registration  statement and the  prospectus  used in connection  with such
registration  statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration statement for the period set forth in paragraph (a) above.

            (c)  Furnish to the Holders  such number of copies of a  prospectus,
including a preliminary  prospectus,  in conformity with the requirements of the
Securities Act, and such other documents as they may reasonably request in order
to facilitate the disposition of Registrable Securities owned by them.

            (d) [Intentionally omitted.]

            (e) In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting  agreement, in usual and customary
form,  with  the  managing   underwriter(s)   of  such  offering.   Each  Holder
participating  in such  underwriting  shall  also  enter  into and  perform  its
obligations under such an agreement.

            (f) Notify each  Holder of  Registrable  Securities  covered by such
registration statement at any time when a prospectus relating thereto is, to its
knowledge, required to be delivered under the Securities Act of the happening of
any event as a result  of which the  prospectus  included  in such  registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material  fact  required to be stated  therein or  necessary to
make the  statements  therein not  misleading in the light of the  circumstances
then existing.


                                       5
<PAGE>

            (g)  Use  its  best  efforts  to  furnish,  on the  date  that  such
Registrable  Securities  are  delivered to the  underwriters  for sale,  if such
securities are being sold through underwriters, (i) an opinion, dated as of such
date,  of the  counsel  representing  the  Company  for  the  purposes  of  such
registration,  in form and substance as is customarily  given to underwriters in
an underwritten public offering, addressed to the underwriters, if any, and (ii)
a  letter  dated  as  of  such  date,  from  the  independent  certified  public
accountants  of the Company,  in form and substance as is  customarily  given by
independent  certified  public  accountants to  underwriters  in an underwritten
public offering addressed to the underwriters.

      2.6 TERMINATION OF REGISTRATION  RIGHTS.  All registration  rights granted
under this Section 2 shall  terminate  and be of no further  force and effect if
all  Registrable  Securities  held by and  issuable  to  such  Holder  (and  its
affiliates,  partners, former partners,  members and former members) may be sold
under Rule 144 during any ninety (90) day period.

      2.7 DELAY OF REGISTRATION; FURNISHING INFORMATION.

            (a) It shall be a  condition  precedent  to the  obligations  of the
Company to take any action  pursuant to Section 2.1, 2.2 or 2.3 that the selling
Holders shall furnish to the Company such information regarding themselves,  the
Registrable  Securities  held by them and the intended  method of disposition of
such  securities  as shall be  required  to  effect  the  registration  of their
Registrable Securities.

            (b)  The  Company  shall  have no  obligation  with  respect  to any
registration  requested  pursuant to Section 2.1 or Section 2.3 if the number of
shares of the Registrable Securities to be included in the registration does not
equal or  exceed  the  number of  shares  required  to  originally  trigger  the
Company's  obligation to initiate such  registration as specified in Section 2.1
or Section 2.3, whichever is applicable.

      2.8 INDEMNIFICATION.  In the event any Registrable Securities are included
in a registration statement under Sections 2.1, 2.2 or 2.3:

            (a) To the extent  permitted by law, the Company will  indemnify and
hold harmless each Holder, the partners,  officers and directors of each Holder,
any  underwriter  (as  defined in the  Securities  Act) for such Holder and each
person,  if any, who controls such Holder or  underwriter  within the meaning of
the Securities Act or the Exchange Act, against any losses, claims,  damages, or
liabilities  (joint or  several)  to which  they may  become  subject  under the
Securities Act, the Exchange Act or other federal or state law,  insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any of the  following  statements,  omissions or violations
(collectively a "VIOLATION") by the Company: (i) any untrue statement or alleged
untrue  statement of a material fact contained in such  registration  statement,
including any preliminary  prospectus or final prospectus  contained  therein or
any amendments or supplements thereto,  (ii) the omission or alleged omission to
state  therein a material fact  required to be stated  therein,  or necessary to
make the statements  therein not  misleading,  or (iii) any violation or alleged
violation by the Company of the  Securities  Act,  the  Exchange  Act, any state
securities law or any rule or regulation  promulgated  under the Securities Act,
the Exchange Act or any state  securities  law in  connection  with the offering
covered by such registration statement;  and the Company will pay as incurred to
each such Holder, partner, officer, director,  underwriter or controlling person
for any legal or other expenses  reasonably  incurred by them in connection with
investigating or defending any such loss,  claim,  damage,  liability or action;
provided, however, that the indemnity agreement contained in this Section 2.8(a)
shall not apply to amounts paid in settlement of any such loss,  claim,  damage,
liability or action if such  settlement  is effected  without the consent of the
Company, which consent shall not be unreasonably withheld, nor shall the Company
be liable in any such case for any such loss, claim, damage, liability or action
to the extent that it arises out of or is based upon a Violation which occurs in
reliance upon and in conformity with written information furnished expressly for
use in  connection  with such  registration  by such Holder,  partner,  officer,
director, underwriter or controlling person of such Holder.


                                       6
<PAGE>

            (b) To the extent permitted by law, each Holder will, if Registrable
Securities  held by such Holder are included in the  securities as to which such
registration qualifications or compliance is being effected,  indemnify and hold
harmless the Company,  each of its directors,  its officers and each person,  if
any,  who  controls the Company  within the meaning of the  Securities  Act, any
underwriter  and any other Holder  selling  securities  under such  registration
statement or any of such other Holder's  partners,  directors or officers or any
person  who  controls  such  Holder,  against  any  losses,  claims,  damages or
liabilities  (joint or  several)  to which  the  Company  or any such  director,
officer,  controlling  person,  underwriter  or other such  Holder,  or partner,
director,  officer or controlling person of such other Holder may become subject
under the  Securities  Act,  the  Exchange  Act or other  federal  or state law,
insofar as such losses,  claims,  damages or liabilities  (or actions in respect
thereto)  arise  out of or are  based  upon any  Violation,  in each case to the
extent (and only to the extent) that such Violation  occurs in reliance upon and
in conformity with written information  furnished by such Holder under a writing
provided to the  Company by such  Holder and stated to be for use in  connection
with such  registration;  and each such Holder will pay as incurred any legal or
other expenses reasonably incurred by the Company or any such director, officer,
controlling person,  underwriter or other Holder, or partner,  officer, director
or controlling  person of such other Holder in connection with  investigating or
defending any such loss, claim, damage,  liability or action if it is judicially
determined  that  there  was  such a  Violation;  provided,  however,  that  the
indemnity  agreement contained in this Section 2.8(b) shall not apply to amounts
paid in settlement of any such loss, claim, damage,  liability or action if such
settlement  is effected  without the consent of the Holder,  which consent shall
not be  unreasonably  withheld;  provided,  further,  that in no event shall any
indemnity under this Section 2.8 exceed the proceeds from the offering  received
by such Holder.

            (c)  Promptly  after  receipt  by an  indemnified  party  under this
Section  2.8  of  notice  of  the  commencement  of any  action  (including  any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying  party under this Section 2.8, deliver to
the  indemnifying  party a written  notice of the  commencement  thereof and the
indemnifying  party shall have the right to  participate  in, and, to the extent
the indemnifying  party so desires,  jointly with any other  indemnifying  party
similarly  noticed,   to  assume  the  defense  thereof  with  counsel  mutually
satisfactory to the parties; provided,  however, that an indemnified party shall
have the right to retain its own counsel,  with the fees and expenses to be paid
by the indemnifying  party, if  representation  of such indemnified party by the
counsel retained by the indemnifying  party would be inappropriate due to actual
or potential  differing  interests  between such indemnified party and any other
party  represented  by such counsel in such  proceeding.  The failure to deliver
written  notice  to the  indemnifying  party  within  a  reasonable  time of the
commencement  of any such action,  if materially  prejudicial  to its ability to
defend such action,  shall relieve such  indemnifying  party of any liability to
the  indemnified  party under this  Section  2.8, but the omission so to deliver
written  notice to the  indemnifying  party will not relieve it of any liability
that it may have to any indemnified party otherwise than under this Section 2.8.


                                       7
<PAGE>

            (d) If the indemnification  provided for in this Section 2.8 is held
by a court of competent  jurisdiction to be unavailable to an indemnified  party
with respect to any losses,  claims,  damages or liabilities referred to herein,
the  indemnifying   party,  in  lieu  of  indemnifying  such  indemnified  party
thereunder,  shall to the extent  permitted by applicable  law contribute to the
amount  paid or  payable  by such  indemnified  party as a result of such  loss,
claim,  damage or liability in such  proportion as is appropriate to reflect the
relative fault of the indemnifying  party on the one hand and of the indemnified
party on the other in  connection  with the  Violation(s)  that resulted in such
loss,  claim,  damage  or  liability,  as well as any other  relevant  equitable
considerations.  The  relative  fault  of  the  indemnifying  party  and  of the
indemnified  party shall be  determined by a court of law by reference to, among
other things,  whether the untrue or alleged untrue statement of a material fact
or the omission to state a material fact relates to information  supplied by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement or omission;  provided,  that in no event shall any  contribution by a
Holder hereunder exceed the proceeds from the offering received by such Holder.

            (e) The  obligations  of the Company and Holders  under this Section
2.8 shall  survive  completion  of any offering of  Registrable  Securities in a
registration  statement and the termination of this  agreement.  No Indemnifying
Party,  in the defense of any such claim or litigation,  shall,  except with the
consent of each  Indemnified  Party,  consent to entry of any  judgment or enter
into any settlement which does not include as an unconditional  term thereof the
giving by the claimant or plaintiff to such Indemnified  Party of a release from
all liability in respect to such claim or litigation.

      2.9 ASSIGNMENT OF REGISTRATION  RIGHTS. The rights to cause the Company to
register Registrable  Securities pursuant to this Section 2 may be assigned by a
Holder to a  transferee  or assignee of  Registrable  Securities  which (a) is a
subsidiary, parent, general partner, limited partner, retired partner, member or
retired  member of a Holder,  (b) is a Holder's  family  member or trust for the
benefit of an individual  Holder, or (c) acquires at least ten thousand (10,000)
shares  of   Registrable   Securities   (as   adjusted   for  stock  splits  and
combinations); provided, however, (i) the transferor shall, within ten (10) days
after such  transfer,  furnish  to the  Company  written  notice of the name and
address of such  transferee or assignee and the securities with respect to which
such registration rights are being assigned and (ii) such transferee shall agree
to be subject to all restrictions set forth in this Agreement.


                                       8
<PAGE>

      2.10 AMENDMENT OF REGISTRATION RIGHTS. Any provision of this Section 2 may
be amended and the observance  thereof may be waived  (either  generally or in a
particular  instance and either  retroactively or prospectively),  only with the
written  consent of the  Company  and the  Holders of at least a majority of the
Registrable Securities. Any amendment or waiver effected in accordance with this
Section 2.10 shall be binding upon each Holder and the Company. By acceptance of
any  benefits  under this Section 2, Holders of  Registrable  Securities  hereby
agree to be bound by the provisions hereunder.

      2.11 LIMITATION ON SUBSEQUENT  REGISTRATION RIGHTS. After the date of this
Agreement,  the  Company  shall not,  without the prior  written  consent of the
Holders of a majority of the Registrable Securities then outstanding, enter into
any agreement  with any holder or  prospective  holder of any  securities of the
Company that would grant such holder registration rights senior to those granted
to the Holders hereunder.

      2.12 RULE 144  REPORTING.  With a view to making  available to the Holders
the benefits of certain  rules and  regulations  of the SEC which may permit the
sale of the  Registrable  Securities  to the public  without  registration,  the
Company agrees to use its best efforts to:

            (a) Make and keep public information  available,  as those terms are
understood  and  defined  in SEC  Rule  144 or any  similar  or  analogous  rule
promulgated under the Securities Act, at all times;

            (b) File with the SEC,  in a timely  manner,  all  reports and other
documents required of the Company under the Exchange Act; and

            (c) So long as a Holder owns any Registrable Securities,  furnish to
such Holder forthwith upon request: a written statement by the Company as to its
compliance  with the reporting  requirements  of said Rule 144 of the Securities
Act,  and of the  Exchange  Act; a copy of the most recent  annual or  quarterly
report of the  Company;  and such other  reports and  documents  as a Holder may
reasonably  request  in  availing  itself of any rule or  regulation  of the SEC
allowing it to sell any such securities without registration.

III. MISCELLANEOUS

      3.1 GOVERNING LAW. This Agreement 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.

      3.2 SURVIVAL. The representations,  warranties,  covenants, and agreements
made herein shall survive any  investigation  made by any Holder and the closing
of the transactions  contemplated  hereby.  All statements as to factual matters
contained in any  certificate or other  instrument  delivered by or on behalf of
the Company  pursuant  hereto in connection with the  transactions  contemplated
hereby  shall be deemed to be  representations  and  warranties  by the  Company
hereunder solely as of the date of such certificate or instrument.


                                       9
<PAGE>

      3.3 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided herein,
the  provisions  hereof shall inure to the benefit of, and be binding upon,  the
successors,  assigns, heirs, executors, and administrators of the parties hereto
and shall inure to the benefit of and be enforceable by each person who shall be
a holder of Registrable  Securities from time to time; provided,  however,  that
prior to the receipt by the Company of adequate  written  notice of the transfer
of any  Registrable  Securities  specifying  the full  name and  address  of the
transferee,  the Company  may deem and treat the person  listed as the holder of
such shares in its records as the  absolute  owner and holder of such shares for
all purposes, including the payment of dividends or any redemption price.

      3.4 ENTIRE AGREEMENT.  This Agreement and the Exhibit and Schedule hereto,
the Letter Agreement,  the Stock Purchase  Agreement and the Warrant  Agreements
and the other  documents  delivered  pursuant  thereto  constitute  the full and
entire  understanding  and  agreement  between  the  parties  with regard to the
subjects hereof and no party shall be liable or bound to any other in any manner
by  any  representations,   warranties,   covenants  and  agreements  except  as
specifically set forth herein and therein.

      3.5  SEVERABILITY.  In the  event  one or more of the  provisions  of this
Agreement  should,   for  any  reason,  be  held  to  be  invalid,   illegal  or
unenforceable in any respect, such invalidity,  illegality,  or unenforceability
shall not affect any other  provisions  of this  Agreement,  and this  Agreement
shall be construed as if such invalid,  illegal or  unenforceable  provision had
never been contained herein.

      3.6 AMENDMENT AND WAIVER.

            (a) Except as otherwise  expressly  provided herein,  this Agreement
may be amended or modified only upon the written  consent of the Company and the
holders of at least a majority of the Registrable Securities.

            (b) Except as otherwise  expressly  provided herein, the obligations
of the Company and the rights of the Holders under this  Agreement may be waived
only with the  written  consent of the  holders  of at least a  majority  of the
Registrable Securities.

      3.7  DELAYS  OR  OMISSIONS.  It is  agreed  that no delay or  omission  to
exercise any right,  power, or remedy  accruing to any Holder,  upon any breach,
default or  noncompliance  of the Company under this Agreement  shall impair any
such right,  power,  or remedy,  nor shall it be construed to be a waiver of any
such breach,  default or noncompliance,  or any acquiescence  therein, or of any
similar breach,  default or noncompliance  thereafter  occurring.  It is further
agreed that any waiver, permit, consent, or approval of any kind or character on
any Holder's part of any breach, default or noncompliance under the Agreement or
any  waiver  on such  Holder's  part of any  provisions  or  conditions  of this
Agreement  must  be in  writing  and  shall  be  effective  only  to the  extent
specifically  set  forth  in such  writing.  All  remedies,  either  under  this
Agreement, by law, or otherwise afforded to Holders, shall be cumulative and not
alternative.


                                       10
<PAGE>

      3.8  NOTICES.  All notices  required or  permitted  hereunder  shall be in
writing and shall be deemed effectively given: (a) upon personal delivery to the
party to be notified,  (b) when sent by facsimile if sent during normal business
hours of the recipient; if not, then on the next business day, (c) five (5) days
after  having  been  sent  by  registered  or  certified  mail,  return  receipt
requested,  postage prepaid,  or (d) one (1) day after deposit with a nationally
recognized  overnight  courier,  specifying  next  day  delivery,  with  written
verification  of receipt.  All  communications  shall be sent to the party to be
notified at the address as set forth on the signature pages hereof or Schedule 1
hereto or at such other  address as such  party may  designate  by ten (10) days
advance written notice to the other parties hereto.

      3.9 ATTORNEYS' FEES. In the event that any suit or action is instituted to
enforce any provision in this  Agreement,  the prevailing  party in such dispute
shall be entitled to recover from the losing party all fees,  costs and expenses
of enforcing  any right of such  prevailing  party under or with respect to this
Agreement,  including without  limitation,  such reasonable fees and expenses of
attorneys and accountants,  which shall include,  without limitation,  all fees,
costs and expenses of appeals.

      3.10 TITLES AND SUBTITLES.  The titles of the sections and  subsections of
this  Agreement  are  for  convenience  of  reference  only  and  are  not to be
considered in construing this Agreement.

      3.11  COUNTERPARTS.  This  Agreement  may be  executed  in any  number  of
counterparts,  each of which  shall be an  original,  but all of which  together
shall  constitute  one  instrument.  This Agreement may be executed by facsimile
signature.


                                       11
<PAGE>

IV. LIMITATION ON EARTHSHELL CORPORATION DIRECT LIABILITY

      Notwithstanding  any  provision  to the contrary in this  Investor  Rights
Agreement,  the letter  agreement,  dated December 9, 2005,  between  EarthShell
Corporation and EarthShell Asia, Limited, pursuant to which this Investor Rights
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  Investor  Rights  Agreement,  the  letter
agreement, dated December 9, 2005, between EarthShell Corporation and EarthShell
Asia, Limited, pursuant to which this Investor Rights 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 Investor
under this Investor  Rights  Agreement,  each of the holders of 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,  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 an agreement  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]


                                       12
<PAGE>

      IN WITNESS WHEREOF,  the parties hereto have executed this INVESTOR RIGHTS
AGREEMENT as of the date set forth in the first paragraph hereof


                                       COMPANY: EarthShell Corporation

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


                                       INVESTORS:



                                       /s/ Steven L. Galvanoni, Trustee
                                       -----------------------------------------
                                       Steven L. Galvanoni, as trustee of the
                                       Steven L. Galvanoni Trust



                                       /s/ Greg C. Hoffman
                                       -----------------------------------------
                                       Greg C. Hoffman



                                       /s/ Monty Waltz
                                       -----------------------------------------
                                       Monty Waltz



                                       /s/ Ying Wang
                                       -----------------------------------------
                                       Ying Wang



                 [Signature Page to Investors Rights Agreement]

<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
----------------------------------------------------------- --------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>3
<FILENAME>v036038_ex4-2.txt
<TEXT>


                                                                     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
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>v036038_ex10-1.txt
<TEXT>
                                                                    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
</TEXT>
</DOCUMENT>
</SUBMISSION>
