IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

                                                               December 30, 2005

U.S. Stock Transfer Corporation
1745 Gardena Ave.
Glendale, CA 91204-2991
Attention: Syed Hussaini

      RE:   EARTHSHELL CORPORATION

Ladies and Gentlemen:

      Reference  is made to One  Hundred  (100)  shares of Series B  Convertible
Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock"),  of
EarthShell Corporation, a Delaware corporation (the "Company"),  which have been
pledged to Cornell Capital  Partners,  LP (the "Buyer") pursuant to a Pledge and
Escrow  Agreement  of even date  herewith  by and  between  the  Company,  David
Gonzalez, Esq., as escrow agent (the "Escrow Agent"), and the Buyer (the "Pledge
Agreement"). Upon the occurrence of an Event of Default (as such term is defined
in the Pledge Agreement) by the Company under the Pledge  Agreement,  the Escrow
Agent shall  deliver the Series B  Preferred  Stock to the Buyer (in  accordance
with the Pledge  Agreement)  and the Buyer shall enjoy all rights and privileges
incident to the ownership of the Series B Preferred Stock including the right to
convert the Series B Preferred Stock into shares of common stock of the Company,
par value  $0.01 per share  ("Common  Stock"),  pursuant to the  Certificate  of
Designation of the Series B Preferred Stock.  These  instructions  relate to the
following stock or proposed stock issuances or transfers of such stock:

      o     Up to 3,333,300  shares of the Common Stock upon  conversion  of the
            Series B Preferred  Stock  ("Conversion  Shares") and the subsequent
            transfer of the Conversion Shares by the Buyer.

      This Agreement shall amend, replace and supersede the Irrevocable Transfer
Agent  Instructions  dated May 26,  2005 among the  Company,  the Escrow  Agent,
Cornell Capital Partners, LP and U.S. Stock Transfer Corporation.

      This letter shall serve as our irrevocable  authorization and direction to
U.S. Stock Transfer Corporation (the "Transfer Agent") to do the following:
<PAGE>

            a.    Instructions Applicable to Transfer Agent. With respect to the
                  Conversion  Shares,  upon the  establishment  of a reserve  as
                  provided in Section f. below and being  supplied  with a legal
                  opinion letter  ("Approved  Opinion")  which shall contain the
                  following  statements:  (i) that the  stockholders  and/or the
                  Board of Directors of the Company have  properly  approved the
                  issuance of the  Conversion  Shares;  (ii) that the Conversion
                  Shares  when  and  as  issued  will  be a  valid  and  binding
                  obligation  of  the  Company;   and  (iii)  the  fact  that  a
                  registration  statement has been filed with the Securities and
                  Exchange Commission and said registration is effective and, if
                  applicable,   that  the  issue  is  exempt  from  registration
                  pursuant to the applicable provision of the Federal Securities
                  Law, the Transfer  Agent shall  promptly  issue the Conversion
                  Shares to the Buyer  from  time to time  upon  receipt  by the
                  Transfer Agent of a duly executed  irrevocable  written notice
                  of such  conversion  (the  "Conversion  Notice"),  in the form
                  attached  hereto as Exhibit I, from the Company.  Upon receipt
                  of a Conversion  Notice, the Transfer Agent shall within three
                  (3)  Trading  Days  thereafter  (i) issue and  surrender  to a
                  common  carrier  for  overnight  delivery  to the  address  as
                  specified in the Conversion Notice, a certificate,  registered
                  in the name of the Buyers or its designees,  for the number of
                  shares of Common Stock to which the Buyer shall be entitled as
                  set  forth  in the  Conversion  Notice  or (ii)  provided  the
                  Transfer  Agent  is  participating  in  The  Depository  Trust
                  Company ("DTC") Fast Automated  Securities  Transfer  Program,
                  upon the request of the Buyer, credit such aggregate number of
                  shares of Common Stock to which the Buyer shall be entitled to
                  the Buyers' or its designees' balance account with DTC through
                  its Deposit  Withdrawal At Custodian  ("DWAC") system provided
                  the  Buyer  causes  its bank or broker  to  initiate  the DWAC
                  transaction.  For purposes hereof "Trading Day" shall mean any
                  day on which the Nasdaq Market is open for customary trading.

            b.    The  Company  hereby  confirms to the  Transfer  Agent and the
                  Buyer that  certificates  representing  the Conversion  Shares
                  shall not bear any legend restricting  transfer and should not
                  be  subject  to  any  stop-transfer   restrictions  and  shall
                  otherwise be freely  transferable  on the books and records of
                  the Company; provided that counsel to the Company delivers (i)
                  the Notice of  Effectiveness  set forth in Exhibit II attached
                  hereto and (ii) an opinion of counsel in the form set forth in
                  Exhibit III attached hereto, and that if the Conversion Shares
                  are not  registered for sale under the Securities Act of 1933,
                  as amended,  then the certificates  for the Conversion  Shares
                  and Interest Shares shall bear the following legend:

                  "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED,  OR
                  APPLICABLE  STATE  SECURITIES  LAWS. THE SECURITIES  HAVE BEEN
                  ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD,
                  TRANSFERRED  OR  ASSIGNED  IN  THE  ABSENCE  OF  AN  EFFECTIVE
                  REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED,  OR APPLICABLE STATE SECURITIES LAWS,
                  OR AN OPINION OF COUNSEL,  IN A FORM REASONABLY  ACCEPTABLE TO
                  THE COMPANY,  THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
                  OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO
                  RULE 144 UNDER SAID ACT."


                                       2
<PAGE>

            c.    In the event that  counsel to the Company  fails or refuses to
                  render an opinion as required to issue the  Conversion  Shares
                  in  accordance  with the preceding  paragraph  (either with or
                  without restrictive legends, as applicable),  then the Company
                  irrevocably and expressly  authorizes  counsel to the Buyer to
                  render such  opinion.  The Transfer  Agent shall accept and be
                  entitled to rely on any  Approved  Opinion for the purposes of
                  issuing the Conversion Shares.

            d.    With respect to subsequent  transfers of the Conversion Shares
                  by the Buyer, the Transfer Agent shall promptly  transfer such
                  shares from the Buyer to any  subsequent  transferee  promptly
                  upon receipt of written notice from the Buyer or its; provided
                  that such transfer is accompanied  by (i) an Approved  Opinion
                  confirming  that such shares can be  transferred in accordance
                  with applicable Federal Securities Laws and indicating whether
                  the shares should contain a restrictive  legend and (ii) stock
                  certificates  representing the Conversion  Shares,  along with
                  corresponding  executed stock powers and a medallion signature
                  guarantee.  If such shares are not  registered  for sale under
                  the Securities Act of 1933, as amended,  then the certificates
                  for such shares shall bear the legend set forth in Section 1b.

            e.    In the event that  counsel to the Company  fails or refuses to
                  render an opinion as may be required by the Transfer  Agent to
                  affect a subsequent  transfer of the Conversion Shares (either
                  with or without restrictive legends, as applicable),  then the
                  Company  irrevocably and expressly  authorizes  counsel to the
                  Buyer to render such opinion.  The Transfer Agent shall accept
                  and be  entitled  to  rely  on any  Approved  Opinion  for the
                  purpose of transferring the Conversion Shares.

            f.    The Transfer Agent shall reserve for issuance to the Buyer the
                  Conversion  Shares.  All such shares  shall  remain in reserve
                  with the Transfer  Agent until the Buyer provides the Transfer
                  Agent  with  instructions  that the shares or any part of them
                  shall be taken out of  reserve  and shall no longer be subject
                  to the terms of these instructions.

            g.    The Transfer Agent shall act in accordance with the Conversion
                  Notice  even if it  receives  contrary  instructions  from the
                  Company.   The  Transfer   Agent  shall  ignore  all  contrary
                  instructions. The Transfer Agent shall rely exclusively on the
                  Conversion  Notice and shall have no liability  for relying on
                  such instructions.  Any Conversion Notice delivered  hereunder
                  shall  constitute an  irrevocable  instruction to the Transfer
                  Agent to  process  such  notice in  accordance  with the terms
                  thereof.  Such notice may be transmitted to the Transfer Agent
                  by facsimile or any commercially reasonable method.


                                       3
<PAGE>

            h.    The  Company  hereby  confirms to the  Transfer  Agent and the
                  Buyer that no instructions  other than as contemplated  herein
                  will be given to Transfer Agent by the Company with respect to
                  the matters  referenced  herein. The Company hereby authorizes
                  the Transfer Agent, and the Transfer Agent shall be obligated,
                  to  disregard  any  contrary  instructions  received  by or on
                  behalf of the Company.

      The Company  hereby agrees that it shall not replace the Transfer Agent as
the Company's  transfer  agent  without the prior written  consent of the Buyer,
which shall not be unreasonably  withheld,  provided that a suitable replacement
has  agreed  to serve  as  transfer  agent  and to be  bound  by the  terms  and
conditions of these Irrevocable Transfer Agent Instructions.

      The Transfer  Agent shall provide the Buyer with twenty (20) days' advance
notice prior to resigning as the Company's  transfer agent. Such notice shall be
in writing and shall be delivered in person or by overnight courier service,  or
mailed by certified  mail,  return  receipt  requested and addressed to: Cornell
Capital Partners,  101 Hudson Street, Suite 3700, Jersey City, New Jersey 07302,
Attention: Mark A. Angelo. The Company and the Transfer Agent hereby acknowledge
and confirm that  complying  with the terms of this Agreement does not and shall
not  prohibit  the  Transfer  Agent  from   satisfying  any  and  all  fiduciary
responsibilities and duties it may owe to the Company.

      The Company and the Transfer Agent  acknowledge  that the Buyer is relying
on the  representations and covenants made by the Company and the Transfer Agent
hereunder and are a material  inducement  to the Buyer  entering into the Pledge
Agreement  with  the  Company.  The  Company  and  the  Transfer  Agent  further
acknowledge that without such  representations  and covenants of the Company and
the  Transfer  Agent made  hereunder,  the Buyer would not enter into the Pledge
Agreement.

      The Company  specifically  acknowledges  and agrees that in the event of a
breach or threatened breach by a party hereto of any provision hereof, the Buyer
will be  irreparably  damaged  and that  damages  at law would be an  inadequate
remedy if these  Irrevocable  Transfer Agent  Instructions were not specifically
enforced.  Therefore,  in the event of a breach or threatened  breach by a party
hereto, including,  without limitation,  the attempted termination of the agency
relationship  created  by this  instrument,  the  Buyer  shall be  entitled,  in
addition to all other  rights or remedies,  to an  injunction  restraining  such
breach,  without being required to show any actual damage or to post any bond or
other security, and/or to a decree for specific performance of the provisions of
these Irrevocable Transfer Agent Instructions.


                    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       4
<PAGE>

      IN  WITNESS  WHEREOF,  the  parties  have  caused  this  letter  agreement
regarding  Irrevocable  Transfer  Agent  Instructions  to be duly  executed  and
delivered as of the date first written above.


                                          EARTHSHELL CORPORATION


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


                                          CORNELL CAPITAL PARTNERS, LP

                                          By:   Yorkville Advisors, LLC
                                          Its:  General Partner


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


                                          U.S. STOCK TRANSFER CORPORATION


                                          By: /s/ Syed A. Hussaini
                                             ---------------------------
                                             Name:  Syed A. Hussaini
                                             Title: Vice President


                                          ESCROW AGENT


                                          /s/ David Gonzalez
                                          ------------------------------
                                          David Gonzalez, Esq.


                                       5
<PAGE>

                                    EXHIBIT I

                   TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

                        IRREVOCABLE NOTICE OF CONVERSION

      Reference is made to the Series B Convertible Preferred Stock (the "Series
B Preferred")  of EarthShell  Corporation,  (the  "Company"),  issued to Cornell
Capital  Partners,  LP  ("Buyer").  In  accordance  with  and  pursuant  to  the
Certificate  of  Designation  of  the  Series  B  Preferred,  the  Buyer  hereby
irrevocably  elects to exercise its  conversion  right and convert the number of
shares of Series B Preferred indicated below into shares of the Company's common
stock, par value $0.01 per share (the "Common Stock"),  as of the date specified
below. The undersigned,  on behalf of the Company, hereby authorizes and directs
the  Transfer  Agent to issue  shares of  Common  Stock in  accordance  with the
instructions  below,  and  further  directs  the  Transfer  Agent to ignore  any
contrary  instructions  made by the  Company,  whether  before or after the date
hereof.

Conversion Date:                                     ---------------------------

Number of Shares of Series B Preferred:              ---------------------------

Conversion Ratio:                                    ---------------------------

Shares of Common Stock Issuable:                     ---------------------------


Please issue the shares of Common Stock in the following name and to the
following address:

Issue to:                                     ----------------------------------

Authorized Signature:                         ----------------------------------

Name:                                         ----------------------------------

Title:                                        ----------------------------------

Phone #:                                      ----------------------------------

Broker DTC Participant Code:                  ----------------------------------

Account Number*:                              ----------------------------------

On behalf of the Company:

-----------------------
D. Scott Houston
Chief Financial Officer

* Note that receiving broker must initiate transaction on DWAC System.


                                   EXHIBIT I-1
<PAGE>

                                  EXHIBIT II

                  TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

                       FORM OF NOTICE OF EFFECTIVENESS
                          OF REGISTRATION STATEMENT


______________ ___, 200__

U.S. Stock Transfer Corporation
1745 Gardena Ave.
Glendale, CA 91204-2991
Attention:  Syed Hussaini

RE:   EARTHSHELL CORPORATION

Ladies and Gentlemen:

      We are  counsel  to  EarthShell  Corporation,  (the  "Company"),  and have
represented  the Company in  connection  with that certain  Securities  Purchase
Agreement,  dated as of December ___, 2005, between the Company, Cornell Capital
Partners,  LP (the "Buyer") pursuant to which the Company has agreed to issue to
the Buyer up to Four Million  Five  Hundred  Thousand  Dollars  ($4,500,000)  of
convertible  debentures,  which are secured by a pledge of Series B  Convertible
Preferred  Stock,  pursuant  to a  Pledge  and  Escrow  Agreement  (the  "Pledge
Agreement"),  convertible into shares (the "Conversion Shares") of the Company's
common stock, par value $0.01 per share.  Pursuant to the Pledge Agreement,  the
Company and the Buyer  agreed,  among other things,  to register the  Conversion
Shares  under the  Securities  Act of 1933,  as  amended  (the "1933  Act").  On
_________________ __, 2005, the Company filed a Registration Statement (File No.
___-_________)  (the "Registration  Statement") with the Securities and Exchange
Commission (the "SEC") relating to the sale of the Conversion Shares.

      In  connection  with the  foregoing,  we advise the Transfer  Agent that a
member of the SEC's staff has advised us by  telephone  that the SEC has entered
an order declaring the  Registration  Statement  effective under the 1933 Act at
____ P.M. on __________, 2005 and we have no knowledge, after telephonic inquiry
of a member of the SEC's staff, that any stop order suspending its effectiveness
has been issued or that any proceedings for that purpose are pending before,  or
threatened  by, the SEC and the  Conversion  Shares are available for sale under
the 1933 Act pursuant to the Registration Statement.

      The Buyer has  confirmed  it shall  comply  with all  securities  laws and
regulations   applicable  to  it  including   applicable   prospectus   delivery
requirements upon sale of the Conversion Shares.


                                    Very truly yours,


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


                                 EXHIBIT II-1
<PAGE>

                                 EXHIBIT III

                  TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

                               FORM OF OPINION

________________ 2005

VIA FACSIMILE AND REGULAR MAIL

U.S. Stock Transfer Corporation
1745 Gardena Ave.
Glendale, CA 91204-2991
Attention:  Syed Hussaini

      RE:   EARTHSHELL CORPORATION

Ladies and Gentlemen:

      We  have  acted  as  special  counsel  to  EarthShell   Corporation   (the
"Company"),  in connection with the registration of  ______________  shares (the
"Shares") of its common stock with the Securities and Exchange  Commission  (the
"SEC"). We have not acted as your counsel.  This opinion is given at the request
and with the consent of the Company.

      In rendering this opinion we have relied on the accuracy of the Company's
Registration Statement on Form S-1, as amended (the "Registration Statement"),
filed by the Company with the SEC on __________________ ___, 2005. The Company
filed the Registration Statement Number 333-00000 on behalf of certain selling
stockholders (the "Selling Stockholders"). This opinion relates solely to the
Selling Shareholders listed on Exhibit "A" hereto and number of Shares set forth
opposite such Selling Stockholders' names. The SEC declared the Registration
Statement effective on __________ ___, 2005.

      We  understand  that the  Selling  Stockholders  acquired  the Shares in a
private offering exempt from  registration  under the Securities Act of 1933, as
amended. Information regarding the Shares to be sold by the Selling Shareholders
is  contained  under the  heading  "Selling  Stockholders"  in the  Registration
Statement,  which information is incorporated herein by reference.  This opinion
does not relate to the issuance of the Shares to the Selling  Stockholders.  The
opinions set forth herein  relate  solely to the sale or transfer by the Selling
Stockholders  pursuant to the  Registration  Statement under the Federal laws of
the United States of America.  We do not express any opinion  concerning any law
of any state or other jurisdiction.

      In  rendering  this  opinion  we have  relied  upon  the  accuracy  of the
foregoing statements.


                                EXHIBIT III-1
<PAGE>

      Based on the  foregoing,  it is our  opinion  that the  Shares  have  been
registered with the Securities and Exchange  Commission under the Securities Act
of 1933,  as  amended,  and that  ________  may remove the  restrictive  legends
contained on the Shares. This opinion relates solely to the number of Shares set
forth opposite the Selling Stockholders listed on Exhibit "A" hereto.

      This opinion is furnished to Transfer  Agent  specifically  in  connection
with the issuance of the Shares,  and solely for your  information  and benefit.
This letter may not be relied upon by  Transfer  Agent in any other  connection,
and it may not be relied  upon by any other  person  or entity  for any  purpose
without our prior written consent.  This opinion may not be assigned,  quoted or
used  without our prior  written  consent.  The  opinions  set forth  herein are
rendered  as of the date hereof and we will not  supplement  this  opinion  with
respect to changes in the law or factual matters subsequent to the date hereof.

                                    Very truly yours,


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


                                EXHIBIT III-2
<PAGE>

                                 EXHIBIT "A"

                        (LIST OF SELLING STOCKHOLDERS)


Name:                                                  No. of Shares:
-------------------------------------------  -----------------------------------



                                 EXHIBIT A-1