PLEDGE AND ESCROW AGREEMENT

      THIS PLEDGE AND ESCROW  AGREEMENT  (the  "Agreement")  is made and entered
into as of December 30, 2005 (the "Effective Date") by and among CORNELL CAPITAL
PARTNERS, LP ("Cornell" or the "Pledgee"),  EARTHSHELL  CORPORATION,  a Delaware
corporation  (the "Pledgor") and DAVID GONZALEZ,  ESQ., as escrow agent ("Escrow
Agent").

                                    RECITALS:

      WHEREAS,  on May 26,  2005,  Cornell,  the  Pledgor,  and the Escrow Agent
entered into a Pledge and Escrow  Agreement (the "Pledge and Escrow  Agreement")
pursuant to which the Pledgor  pledged shares of Series B Convertible  Preferred
Stock of the  Pledgor  ("Series  B  Preferred  Stock").  The  parties  desire to
terminate the Pledge and Escrow Agreement and replace it with this Agreement;

      WHEREAS,  in  connection  with  the  Securities  Purchase  Agreement  (the
"Securities Purchase Agreement") dated the date hereof among the Pledgee and the
Pledgor,  the Pledgor  shall  issued and sell to the Pledgee up to Four  Million
Five Hundred Thousand  Dollars  ($4,500,000) of secured  convertible  debentures
(the "Convertible Debentures");

      WHEREAS,   in  connection  with  the  transactions   contemplated  by  the
Securities  Purchase  Agreement,  on the date hereof the Pledgee and the Pledgor
entered into an Investor  Registration  Rights Agreement  ("Registration  Rights
Agreement"),  an Escrow  Agreement  ("Escrow  Agreement"),  an Amended  Security
Agreement ("Security  Agreement"),  along with Benton Wilcoxon an Officer Pledge
and Escrow Agreement  ("Officer  Pledge  Agreement"),  and Irrevocable  Transfer
Agent Instructions  ("Transfer Agent Instructions") (the Convertible Debentures,
Securities Purchase Agreement,  Registration Rights Agreement, Escrow Agreement,
Security  Agreement,  Officer Pledge Agreement,  and Transfer Agent Instructions
are collectively referred to as the "Transaction Documents"); and

      WHEREAS,  in order to secure the full and prompt payment when due (whether
at the stated  maturity,  by  acceleration or otherwise) of all of the Company's
obligations (the  "Obligations")  to the Pledgee or any successor to the Pledgee
under the Transaction Documents, the Pledgor has agreed to irrevocably pledge to
the Pledgee One Hundred  (100) shares of Series B Preferred  Stock (the "Pledged
Shares");

      NOW,  THEREFORE,  in  consideration of the mutual  covenants,  agreements,
warranties,  and  representations  herein  contained,  and for  other  good  and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties hereto agree as follows:

                              TERMS AND CONDITIONS

      1. Pledge and Transfer of Pledged  Shares.  The Pledgor  hereby  grants to
Pledgee an irrevocable,  first priority  security interest in all Pledged Shares
as security  for the  Obligations.  On or before the closing of the  Transaction
Documents,  the Pledgor  shall  deliver to the Escrow  Agent stock  certificates
representing  the Pledged  Shares,  together with duly executed  stock powers or
other appropriate transfer documents with medallion bank guarantees and executed
in blank by the Pledgor (the "Transfer Documents"),  and such stock certificates
and Transfer  Documents shall be held by the Escrow Agent until the full payment
of all Obligations due to the Pledgee under the Transaction Documents, including
the  repayment  of all  amounts  owed by the  Pledgor to the  Pledgee  under the
Convertible Debentures (whether outstanding principal,  interest, legal fees, or
any other amounts owed to the Pledgee by the Pledgor).
<PAGE>

      2. Rights Relating to Pledged  Shares.  Upon the occurrence of an Event of
Default  (as  defined  herein),  the  Pledgee  shall be  entitled to convert the
Pledged  Shares  into  shares of common  stock of the  Pledgor,  pursuant to the
Certificate  of  Designation  of the Series B Convertible  Preferred  Stock (the
"Certificate of Designation") and enjoy all other rights and privileges incident
to the ownership of the number of Pledged Shares  actually  released from escrow
in  accordance  with  Section 5 hereof and  converted  into common  stock of the
Pledgor.

      3.  Release  of Pledged  Shares  from  Pledge.  Upon  satisfaction  of the
Obligations,  the Pledgor and Pledgee shall  jointly  notify the Escrow Agent to
such effect in writing. Promptly upon receipt of such written notice, the Escrow
Agent shall return to the Pledgor the Transfer  Documents  and the  certificates
representing  the  Pledged  Shares   (collectively  the  "Pledged   Materials"),
whereupon  any and all  rights of  Pledgee  in the  Pledged  Materials  shall be
terminated.

      4.  Event of  Default.  An  "Event  of  Default"  shall be  deemed to have
occurred  under this  Agreement  upon an Event of Default under the  Convertible
Debentures.

      5. Remedies. Upon and anytime after the occurrence of an Event of Default,
so long as the Event of Default has not been previously cured, the Pledgee shall
have the right to provide  written notice of such Event of Default (the "Default
Notice") to the Escrow Agent, with a copy to the Pledgor. As soon as practicable
after receipt of the Default Notice by the Escrow Agent,  the Escrow Agent shall
deliver to Pledgee the Pledged  Materials  held by the Escrow  Agent  hereunder.
Upon receipt of the Pledged  Materials,  the Pledgee shall have the right to (i)
sell the Pledged  Shares and to apply the  proceeds  of such  sales,  net of any
selling commissions, to the Obligations owed to the Pledgee by the Pledgor under
the Transaction Documents, including, without limitation, outstanding principal,
interest,  legal fees,  and any other amounts owed to the Pledgee,  and exercise
all other rights and (ii) any and all  remedies of a secured  party with respect
to such  property as may be available  under the Uniform  Commercial  Code as in
effect in the State of New Jersey.  To the extent that the net proceeds received
by the Pledgee are  insufficient to satisfy the Obligations in full, the Pledgee
shall be entitled to a deficiency  judgment against the Pledgor for such amount.
The  Pledgee  shall have the  absolute  right to sell or dispose of the  Pledged
Shares in any manner it sees fit and shall have no  liability  to the Pledgor or
any other party for selling or disposing  of such  Pledged  Shares even if other
methods of sales or  dispositions  would or  allegedly  would  result in greater
proceeds than the method actually used. The Escrow Agent shall have the absolute
right to  disburse  the Pledged  Shares to the  Pledgee in  batches,  which when
aggregated with all other common stock beneficially owned by the Pledgee and its
affiliates,  will not to exceed 9.9% of the  outstanding  capital of the Pledgor
(which limit may be waived by the Pledgee providing not less than 65 days' prior
written notice to the Escrow Agent). The Pledgee shall return to the Pledgor any
Pledged  Shares  released to it and remaining  after the Pledgee has applied the
net proceeds to all amounts owed to the Pledgee.


                                       2
<PAGE>

      In addition to all other remedies available to the Pledgee,  upon an Event
of Default,  the Pledgor shall  promptly,  but in no event more than thirty (30)
days after the date of the Default  Notice,  file a  registration  statement  to
register  with the  Securities  and  Exchange  Commission  for the resale by the
Pledgee the shares of Common Stock  underlying the Series B Preferred Stock. The
Pledgor  shall cause the  registration  statement  to remain in effect until all
such shares have been sold by the Pledgee.

      Each right, power and remedy of the Pledgee provided for in this Agreement
or any other  Transaction  Document shall be cumulative and concurrent and shall
be in  addition  to every other such  right,  power or remedy.  The  exercise or
beginning  of the  exercise  by the  Pledgee  of any one or more of the  rights,
powers or  remedies  provided  for in this  Agreement  or any other  Transaction
Document  or now or  hereafter  existing  at law or in equity or by  statute  or
otherwise  shall not preclude the  simultaneous or later exercise by the Pledgee
of all such other  rights,  powers or  remedies,  and no failure or delay on the
part of the Pledgee to exercise any such right, power or remedy shall operate as
a waiver  thereof.  No  notice to or demand  on the  Pledgor  in any case  shall
entitle  it to any  other or  further  notice  or  demand  in  similar  or other
circumstances  or constitute a waiver of any of the rights of the Pledgee to any
other further action in any circumstances  without demand or notice. The Pledgee
shall have the full power to enforce or to assign or  contract  is rights  under
this Agreement to a third party.

      The Pledgor has no right to require the Pledgee to marshal its collateral,
and agree that the  Pledgee  may, in  addition  to its other  rights  hereunder,
proceed  against its  collateral in any order that it deems  appropriate  in the
exercise of its absolute discretion.

      6. Representations, Warranties and Covenants.

            6.1 The Pledgor  represents,  warrants  and  covenants  that all the
Pledged  Shares  have  been  duly  and  validly  issued,   are  fully  paid  and
non-assessable and are subject to no options to purchase or similar rights.

            6.2  The  Pledgor  covenants  and  agrees  that  it  will  take  all
reasonable steps to defend the Pledgee's right,  title and security  interest in
and to the  Pledged  Shares  and the  proceeds  thereof  against  the claims and
demands of all persons whomsoever (other than the Pledgee and the Escrow Agent);
and the Pledgor  covenants  and agrees that it will have like title to and right
to pledge any other  property  at any time  hereafter  pledged to the Pledgee as
Collateral  hereunder and will likewise take all reasonable  steps to defend the
right thereto and security interest therein of the Pledgee.

            6.3 The  Pledgor  covenants  and agrees  that it will take no action
which would violate or be inconsistent  with any of the terms of any Transaction
Document,  or which would have the effect of impairing the position or interests
of the Pledgee under any Transaction Document.


                                       3
<PAGE>

      7. Concerning the Escrow Agent.

            7.1. The Escrow Agent  undertakes to perform only such duties as are
expressly set forth herein and no implied  duties or  obligations  shall be read
into this Agreement against the Escrow Agent.

            7.2.  The  Escrow  Agent may act in  reliance  upon any  writing  or
instrument  or signature  which it, in good faith,  believes to be genuine,  may
assume the validity and accuracy of any statement or assertion contained in such
a writing or instrument,  and may assume that any person  purporting to give any
writing, notice, advice or instructions in connection with the provisions hereof
has been duly  authorized  to do so. The Escrow Agent shall not be liable in any
manner for the sufficiency or correctness as to form, manner, and execution,  or
validity of any  instrument  deposited in this escrow,  nor as to the  identity,
authority,  or right of any person  executing the same; and its duties hereunder
shall be limited to the safekeeping of such certificates,  monies,  instruments,
or other document received by it as such escrow holder,  and for the disposition
of the same in  accordance  with the written  instruments  accepted by it in the
escrow.

            7.3.  Pledgee and the Pledgor hereby agree,  to defend and indemnify
the Escrow  Agent and hold it  harmless  from any and all  claims,  liabilities,
losses,  actions,  suits,  or  proceedings  at law or in  equity,  or any  other
expenses, fees, or charges of any character or nature which it may incur or with
which it may be  threatened  by reason of its acting as Escrow  Agent under this
Agreement;  and in connection  therewith,  to indemnify the Escrow Agent against
any and all  expenses,  including  attorneys'  fees and costs of  defending  any
action,  suit, or  proceeding or resisting any claim (and any costs  incurred by
the Escrow  Agent  pursuant to Section 6.4  hereof).  The Escrow  Agent shall be
vested with a lien on all property deposited  hereunder,  for indemnification of
attorneys' fees and court costs regarding any suit, proceeding or otherwise,  or
any other  expenses,  fees, or charges of any character or nature,  which may be
incurred by the Escrow Agent by reason of disputes arising between the makers of
this escrow as to the correct  interpretation of this Agreement and instructions
given to the Escrow Agent hereunder, or otherwise,  with the right of the Escrow
Agent, regardless of the instructions aforesaid, to hold said property until and
unless said additional expenses, fees, and charges shall be fully paid. Any fees
and costs charged by the Escrow Agent for serving hereunder shall be paid by the
Pledgor.

            7.4.   If  the   parties   shall  be  in   disagreement   about  the
interpretation  of this Agreement,  or about the rights and obligations,  or the
propriety of any action  contemplated by the Escrow Agent hereunder,  the Escrow
Agent may, at its sole discretion  deposit the Pledged  Materials with the Clerk
of the United  States  District  Court of New  Jersey,  sitting  in Newark,  New
Jersey,  and, upon notifying all parties concerned of such action, all liability
on the part of the Escrow  Agent  shall fully  cease and  terminate.  The Escrow
Agent shall be indemnified  by the Pledgor and Pledgee for all costs,  including
reasonable  attorneys'  fees in connection  with the aforesaid  proceeding,  and
shall be fully  protected in suspending  all or a part of its  activities  under
this Agreement  until a final decision or other  settlement in the proceeding is
received.

            7.5.  The Escrow  Agent may consult  with  counsel of its own choice
(and the costs of such  counsel  shall be paid by the Pledgor and  Pledgee)  and
shall have full and complete  authorization  and protection for any action taken
or suffered by it hereunder in good faith and in accordance  with the opinion of
such  counsel.  The Escrow Agent shall not be liable for any mistakes of fact or
error of judgment, or for any actions or omissions of any kind, unless caused by
its willful misconduct or gross negligence.


                                       4
<PAGE>

            7.6. The Escrow Agent may resign upon ten (10) days' written  notice
to the parties in this Agreement.  If a successor  Escrow Agent is not appointed
within  this ten (10) day  period,  the  Escrow  Agent may  petition  a court of
competent jurisdiction to name a successor.

            7.7.  Conflict  Waiver.  The Pledgor  hereby  acknowledges  that the
Escrow Agent is general counsel to the Pledgee, a partner in the general partner
of the Pledgee,  and counsel to the Pledgee in connection with the  transactions
contemplated  and referred  herein.  The Pledgor agrees that in the event of any
dispute  arising in  connection  with this  Agreement or otherwise in connection
with any transaction or agreement  contemplated and referred herein,  the Escrow
Agent shall be permitted  to continue to  represent  the Pledgee and the Pledgor
will not seek to disqualify such counsel and waives any objection  Pledgor might
have with respect to the Escrow  Agent  acting as the Escrow  Agent  pursuant to
this Agreement.

            7.8.  Notices.   Unless  otherwise  provided  herein,  all  demands,
notices,  consents,  service  of  process,  requests  and  other  communications
hereunder  shall be in writing and shall be  delivered in person or by overnight
courier  service,  or  mailed  by  certified  mail,  return  receipt  requested,
addressed:

If to Pledgor, to:              EarthShell Corporation
                                1301 York Road, Suite 200
                                Lutherville, MD 20193
                                Attention:  Scott Houston
                                Telephone:  (410) 847-9420
                                Facsimile:  (410) 847-9431

With a copy to:                 Kirkpatrick & Lockhart Nicholson Graham, LLP
                                201 South Biscayne Boulevard, Suite 2000
                                Miami, Florida 33131
                                Attention:  Clayton E. Parker, Esq.
                                Telephone:  (305) 539-3306
                                Facsimile:  (305) 328-7095

If to the Escrow Agent:         David Gonzalez, Esq.
                                101 Hudson Street, Suite 3700
                                Jersey City, NJ 07302
                                Telephone:  (201) 985-8300
                                Facsimile:  (201) 985-8744

If to the Pledgee:              Cornell Capital Partners LP
                                101 Hudson Street, Suite 3700
                                Jersey City, NJ 07302
                                Attention:  Mark A. Angelo
                                Telephone:  (201) 985-8300
                                Facsimile:  (201) 985-8744


                                       5
<PAGE>

With copy to:                   Cornell Capital Partners, LP
                                101 Hudson Street, Suite 3700
                                Jersey City, NJ 07302
                                Attention:  Troy J. Rillo, Esquire
                                Telephone:  (201) 985-8300
                                Facsimile:  (201) 985-1964

Any such notice  shall be  effective  (a) when  delivered,  if delivered by hand
delivery or overnight courier service, or (b) five (5) days after deposit in the
United States mail, as applicable.

      8. Binding Effect.  All of the covenants and obligations  contained herein
shall be binding upon and shall inure to the benefit of the respective  parties,
their successors and assigns.

      9. Governing Law; Venue; Service of Process. The validity,  interpretation
and  performance  of this Agreement  shall be determined in accordance  with the
laws of the State of Delaware  applicable to contracts  made and to be performed
wholly  within that state  except to the extent that  Federal law  applies.  The
parties hereto agree that any disputes, claims, disagreements, lawsuits, actions
or controversies of any type or nature whatsoever that,  directly or indirectly,
arise from or relate to this Agreement,  including,  without limitation,  claims
relating to the  inducement,  construction,  performance  or termination of this
Agreement,  shall be  brought  in the state  superior  courts  located in Hudson
County, New Jersey or Federal district courts located in Newark, New Jersey, and
the parties  hereto  agree not to challenge  the  selection of that venue in any
such proceeding for any reason,  including,  without limitation,  on the grounds
that such venue is an inconvenient  forum. The parties hereto specifically agree
that  service  of process  may be made,  and such  service  of process  shall be
effective if made, pursuant to Section 8 hereto.

      10.  Enforcement Costs. If any legal action or other proceeding is brought
for the enforcement of this Agreement, or because of an alleged dispute, breach,
default  or   misrepresentation  in  connection  with  any  provisions  of  this
Agreement,  the  successful or prevailing  party or parties shall be entitled to
recover  reasonable  attorneys'  fees,  court costs and all expenses even if not
taxable as court costs (including,  without limitation, all such fees, costs and
expenses  incident  to  appeals),  incurred  in that  action or  proceeding,  in
addition to any other relief to which such party or parties may be entitled.

      11.  Remedies  Cumulative.  No remedy herein  conferred  upon any party is
intended to be  exclusive  of any other  remedy,  and each and every such remedy
shall be  cumulative  and  shall be in  addition  to every  other  remedy  given
hereunder  or now or  hereafter  existing  at law,  in equity,  by  statute,  or
otherwise.  No single or partial  exercise  by any party of any right,  power or
remedy hereunder shall preclude any other or further exercise thereof.

      12.  Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute the same instrument.


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<PAGE>

      13. No Penalties. No provision of this Agreement is to be interpreted as a
penalty upon any party to this Agreement.

      14. JURY TRIAL.  EACH OF THE  PLEDGEE  AND THE PLEDGOR  HEREBY  KNOWINGLY,
VOLUNTARILY AND  INTENTIONALLY  WAIVES THE RIGHT WHICH IT MAY HAVE TO A TRIAL BY
JURY OF ANY CLAIM,  DEMAND,  ACTION OR CAUSE OF ACTION BASED HEREON,  OR ARISING
OUT OF,  UNDER OR IN ANY WAY  CONNECTED  WITH THE DEALINGS  BETWEEN  PLEDGEE AND
PLEDGOR, THIS PLEDGE AND ESCROW AGREEMENT OR ANY DOCUMENT EXECUTED IN CONNECTION
HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,  STATEMENTS (WHETHER ORAL
OR WRITTEN) OR ACTIONS OF ANY PARTY  HERETO OR THERETO IN EACH CASE  WHETHER NOW
EXISTING  OR  HEREAFTER  ARISING,  AND  WHETHER  IN  CONTRACT,  TORT,  EQUITY OR
OTHERWISE.

                          [SIGNATURE PAGE TO FOLLOW]


                                       7
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have duly executed this Pledge and
Escrow Agreement as of the date first above written.


CORNELL CAPITAL PARTNERS, LP

By:   Yorkville Advisors, LLC
Its:  General Partner


By: /s/ Mark Angelo
   ---------------------------
   Name:  Mark Angelo
   Title: Portfolio Manager


EARTHSHELL CORPORATION


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


ESCROW AGENT


By: /s/ David Gonzalez
   ---------------------------
   Name: David Gonzalez, Esq.


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