TERMINATION AGREEMENT

      THIS  TERMINATION  AGREEMENT  (the  "Agreement")  is made and entered into
effective  as of December  30,  2005,  by and among  EARTHSHELL  CORPORATION,  a
Delaware corporation (the "Company"),  CORNELL CAPITAL PARTNERS,  LP, a Delaware
limited partnership (the "Investor"), and SLOAN SECURITIES CORP. (the "Placement
Agent").

                                    Recitals:

      WHEREAS,  the  Company  and the  Investor  entered  into a Standby  Equity
Distribution  Agreement  (the "Standby  Equity  Distribution"),  a  Registration
Rights Agreement (the "Registration Rights Agreement"), an Escrow Agreement (the
"Escrow  Agreement"),  and the Company,  the Investor,  and the Placement  Agent
entered into a Placement Agent Agreement (the "Placement Agent Agreement"),  all
of which are dated March 23, 2005 (collectively,  the "Transaction  Documents").
In connection with the Standby Equity Distribution Agreement, the Company issued
143,550  shares of Common Stock to the Investor  (the  "Investor's  Shares") and
6,450  shares of Common Stock to the  Placement  Agent (the  "Placement  Agent's
Shares").

      NOW,  THEREFORE,  in consideration of the mutual promises,  conditions and
covenants  contained herein and in the Transaction  Documents and other good and
valuable  consideration,  receipt of which is hereby  acknowledged,  the parties
hereto agree as follows:

      1.    Termination.  The Company and the Investor,  and the Placement Agent
            with  respect to the  Placement  Agent  Agreement,  hereby  agree to
            terminate the  Transaction  Documents and the respective  rights and
            obligations  contained therein. As a result of this provision,  none
            of the parties  shall have any rights or  obligations  under or with
            respect to the Transaction Documents.

      2.    Shares.  The  Investor  shall retain the  Investor's  Shares and the
            Placement Agent shall retain the Placement  Agent's Shares,  and the
            Company shall register the resale of such shares by the Investor and
            the Placement Agent on the next registration statement it files.

      3.    Credit.  In the event that the Company and the Investor enter into a
            standby  equity  distribution  agreement in the future,  the Company
            shall be entitled to a credit  towards any  commitment  fees owed to
            the Investor in connection therewith in an amount equal to the value
            of the Investor's Shares at the time of original issuance.

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      IN WITNESS WHEREOF, the parties have signed and delivered this Termination
Agreement on the date first set forth above.

EARTHSHELL CORPORATION                         CORNELL CAPITAL PARTNERS, LP

                                               By:  Yorkville Advisors, LLC
By: /s/ Scott Houston                          Its: General Partner
   ------------------------------
   Name:  Scott Houston
   Title: Chief Financial Officer              By: /s/ Mark Angelo
                                                  ------------------------------
                                                  Name:  Mark A. Angelo
                                                  Title: Portfolio Manager

With respect to the Placement Agent
Agreement:
PLACEMENT AGENT:
SLOAN SECURITIES CORP.


By: /s/ James Ackerman
   ------------------------------
   Name:  James Ackerman
   Title: President