IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

                                                               December 30, 2005

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

      RE:   EARTHSHELL

Ladies and Gentlemen:

      Reference  is made to that  certain  Securities  Purchase  Agreement  (the
"Securities   Purchase   Agreement")  of  even  date  herewith  by  and  between
EarthShell, a Delaware corporation (the "Company"),  and the Buyers set forth on
Schedule  I  attached  thereto  (collectively  the  "Buyers").  Pursuant  to the
Securities  Purchase  Agreement,  the Company  shall sell to the Buyers,  an the
Buyers shall purchase from the Company,  convertible  debentures  (collectively,
the "Debentures") in the aggregate principal amount of Four Million Five Hundred
Thousand Dollars ($4,500,000), plus accrued interest, which are convertible into
shares of the  Company's  common  stock,  par value $.01 per share (the  "Common
Stock"),  at the Buyers  discretion.  The  Company has also issued to the Buyers
warrants to  purchase up to  1,025,000  shares of Common  Stock,  at the Buyer's
discretion (the "Warrant").  These instructions relate to the following stock or
proposed stock issuances or transfers:

      1.    Shares of Common Stock to be issued to the Buyers upon conversion of
            the Debentures ("Conversion Shares") plus the shares of Common Stock
            to be issued to the Buyers upon  conversion of accrued  interest and
            liquidated damages into Common Stock (the "Interest Shares").

      2.    Up to  1,025,000  shares of Common  Stock to be issued to the Buyers
            upon exercise of the Warrant (the "Warrant Shares").

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

      1. Conversion Shares and Warrant Shares.

            a.    Instructions Applicable to Transfer Agent. With respect to the
                  Conversion Shares, Warrant Shares and the Interest Shares, the
                  Transfer  Agent shall  issue the  Conversion  Shares,  Warrant
                  Shares and the Interest Shares to the Buyers from time to time
                  upon  delivery to the Transfer  Agent of a properly  completed
                  and duly executed Conversion Notice (the "Conversion  Notice")
                  in the form attached as Exhibit A to the Debentures (a copy of
                  which is also  attached  hereto as Exhibit III), or a properly
                  completed and duly  executed  Exercise  Notice (the  "Exercise
                  Notice")  in the form  attached as Exhibit A to the Warrant (a
                  copy of which is attached hereto as Exhibit IV),  delivered to
                  the Transfer  Agent by David  Gonzalez,  Esq., as escrow agent
                  (the "Escrow Agent") on behalf of the Company. Upon receipt of
                  a Conversion Notice or an Exercise 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 or the Exercise
                  Notice, a certificate,  registered in the name of the Buyer 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  Exercise  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 Buyers,  credit such aggregate  number
                  of  shares  of  Common  Stock to  which  the  Buyers  shall be
                  entitled to the Buyer's or their  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 and
                  the  Warrant  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 I  attached  hereto  and (ii) an opinion of counsel in
                  the form set forth in Exhibit II attached hereto,  and that if
                  the Conversion Shares,  Warrant Shares and the Interest Shares
                  are not  registered for sale under the Securities Act of 1933,
                  as amended,  then the certificates for the Conversion  Shares,
                  Warrant  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
                  or  the  Warrant  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 such
                  opinion for the purposes of issuing the Conversion Shares.

            d.    Instructions  Applicable  to  Escrow  Agent.  Upon the  Escrow
                  Agent's receipt of a properly  completed  Conversion Notice or
                  Exercise  Notice and the Aggregate  Exercise Price (as defined
                  in the  Warrant),  the  Escrow  Agent  shall,  within  one (1)
                  Trading  Day  thereafter,  send  to  the  Transfer  Agent  the
                  Conversion Notice or Exercise Notice as the case may be, which
                  shall  constitute an  irrevocable  instruction to the Transfer
                  Agent to process such Conversion  Notice or Exercise Notice in
                  accordance with the terms of these instructions.

      2. All Shares.

            a.    The Transfer  Agent shall reserve for issuance to the Buyers a
                  minimum of 6,700,000  Conversion  Shares and 1,025,000 Warrant
                  Shares.  All such  shares  shall  remain in  reserve  with the
                  Transfer  Agent until the Buyers  provides the Transfer  Agent
                  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.

            b.    The Company hereby  irrevocably  appoints the David  Gonzalez,
                  Esq.  as a duly  authorized  agent  of  the  Company  for  the
                  purposes  of   authorizing   the  Transfer  Agent  to  process
                  issuances and transfers specifically contemplated herein.

            c.    The Transfer  Agent shall rely  exclusively  on the Conversion
                  Notice or the Exercise  Notice and shall have no liability for
                  relying  on  such  instructions.   Any  Conversion  Notice  or
                  Exercise  Notice  delivered   hereunder  shall  constitute  an
                  irrevocable  instruction to the Transfer Agent to process such
                  notice or notices in accordance  with the terms thereof.  Such
                  notice or notices may be  transmitted to the Transfer Agent by
                  facsimile or any commercially reasonable method.

            d.    The  Company  hereby  confirms to the  Transfer  Agent and the
                  Buyers 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.


                                       3
<PAGE>

      Certain  Notice  Regarding the Escrow Agent.  The Company and the Transfer
Agent hereby acknowledge that the Escrow Agent is general counsel to the Buyers,
a partner of the  general  partner  of the  Buyers and  counsel to the Buyers in
connection with the transactions  contemplated and referred herein.  The Company
and the  Transfer  Agent  agree  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 Buyers and neither the Company nor the
Transfer Agent will seek to disqualify such counsel.

      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 Buyers,
which shall not be unreasonably  withheld,  provided that a suitable replacement
has agreed to serve as transfer  agent and 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.

      Any attempt by Transfer  Agent to resign as the Company's  transfer  agent
hereunder shall not be effective until such time as the Company  provides to the
Transfer Agent written notice 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 Company and the Transfer Agent  acknowledge that the Buyers is relying
on the  representations and covenants made by the Company and the Transfer Agent
hereunder  and are a material  inducement to the Buyers  purchasing  convertible
debentures under the Securities Purchase Agreement. The Company and the Transfer
Agent further acknowledge that without such representations and covenants of the
Company and the Transfer Agent made hereunder, the Buyers would not purchase the
Debentures.

      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
Buyers  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  Buyers  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.

                                          COMPANY:

                                          EARTHSHELL


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


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


                                          U.S. STOCK TRANSFER CORPORATION


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


                                       5
<PAGE>

                                   SCHEDULE I

                               SCHEDULE OF BUYERS

                                                        Address/Facsimile
Name                           Signature                Number of Buyers
-------------------  -----------------------------    -------------------

Cornell Capital      By:   Yorkville Advisors, LLC    101 Hudson Street -
Partners, LP         Its:  General Partner            Suite 3700
                                                      Jersey City, NJ  07303
                                                      Facsimile:  (201)985-8266
                     By:
                        --------------------
                     Name: Mark Angelo
                     Its:  Portfolio Manager


                                  SCHEDULE I-1

<PAGE>

                                  EXHIBIT I

                  TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

                       FORM OF NOTICE OF EFFECTIVENESS
                          OF REGISTRATION STATEMENT

_________, 2005

_________

Attention:

      RE: EARTHSHELL

Ladies and Gentlemen:

      We are counsel to EarthShell,  (the  "Company"),  and have represented the
Company in connection with that certain Securities Purchase Agreement,  dated as
of December __, 2005 (the "Securities Purchase Agreement"),  entered into by and
among the  Company  and the  Buyers set forth on  Schedule  I  attached  thereto
(collectively the "Buyers")  pursuant to which the Company has agreed to sell to
the Buyers up to $4,500,000 of secured  convertible  debentures,  which shall be
convertible into shares (the "Conversion Shares") of the Company's common stock,
par value $.01 per share (the "Common  Stock"),  in accordance with the terms of
the  Securities  Purchase   Agreement.   Pursuant  to  the  Securities  Purchase
Agreement,  the Company also has entered into a Registration  Rights  Agreement,
dated as of December  ___,  2005,  with the Buyers (the  "Investor  Registration
Rights Agreement")  pursuant to which the Company agreed, among other things, to
register the Conversion Shares under the Securities Act of 1933, as amended (the
"1933 Act"). In connection with the Company's  obligations  under the Securities
Purchase Agreement and the Registration Rights Agreement,  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.


                                 EXHIBIT I-1
<PAGE>

      The Buyers 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 I-2
<PAGE>

                                   EXHIBIT II

                  TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

                               FORM OF OPINION


________________ 2005

VIA FACSIMILE AND REGULAR MAIL

_________

Attention:

      RE: EARTHSHELL

Ladies and Gentlemen:

      We have  acted as  special  counsel  to  EarthShell  (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 SB-2, as amended (the "Registration  Statement"),
filed by the Company with the SEC on _________  ___, 2005. The Company filed the
Registration  Statement 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 II-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 sale or  transfer 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 II-2
<PAGE>

                                 EXHIBIT III

                  TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

                          FORM OF CONVERSION NOTICE


       (To be executed by the Holder in order to convert the Debenture)

TO:

      The  undersigned  hereby  irrevocably  elects to  convert  $______  of the
principal  amount  of the  above  Debenture  into  Shares  of  Common  Stock  of
EarthShell  Corporation,  according to the conditions stated therein,  as of the
Conversion Date written below.

Conversion Date:
                                ------------------------------------------------
Applicable Conversion Price:
                                ------------------------------------------------
Signature:
                                ------------------------------------------------
Name:
                                ------------------------------------------------
Address:
                                ------------------------------------------------
Amount to be converted:      $
                                ------------------------------------------------
Amount of Debenture
unconverted:                 $
                                ------------------------------------------------
Conversion Price per share:  $
                                ------------------------------------------------
Number of shares of Common
Stock to be issued:
                                ------------------------------------------------
Please issue the shares of
Common Stock in the
following name and to the
following address:
                                ------------------------------------------------
Issue to:
                                ------------------------------------------------
Authorized Signature:
                                ------------------------------------------------
Name:
                                ------------------------------------------------
Title:
                                ------------------------------------------------
Phone Number:
                                ------------------------------------------------
Broker DTC Participant Code:
                                ------------------------------------------------
Account Number:
                                ------------------------------------------------



                                 EXHIBIT III-1
<PAGE>

                                  EXHIBIT IV

                  TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

                           FORM OF EXERCISE NOTICE


                            EARTHSHELL CORPORATION

      The   undersigned   holder   hereby   exercises   the  right  to  purchase
______________  of the shares of Common Stock  ("Warrant  Shares") of EarthShell
Corporation,  a Delaware corporation (the "Company"),  evidenced by the attached
Warrant (the "Warrant"). Capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Warrant.

Specify Method of exercise by check mark:

      1. ___ Cash Exercise

            (a)  Payment of Warrant  Exercise  Price.  The holder  shall pay the
            Aggregate  Exercise  Price  of  $______________  to the  Company  in
            accordance with the terms of the Warrant.

            (b) Delivery of Warrant  Shares.  The Company  shall  deliver to the
            holder _________  Warrant Shares in accordance with the terms of the
            Warrant.

      2. ___ Cashless Exercise

            (a)   Payment of Warrant  Exercise  Price. In lieu of making payment
                  of the Aggregate  Exercise Price, the holder elects to receive
                  upon such  exercise  the Net Number of shares of Common  Stock
                  determined in accordance with the terms of the Warrant.

            (b)   Delivery of Warrant  Shares.  The Company shall deliver to the
                  holder  _________  Warrant Shares in accordance with the terms
                  of the Warrant.

Date: _______________ __, ______

Name of Registered Holder

By:
   ---------------------------------
Name:
     -------------------------------
Title:
      ------------------------------


                                  EXHIBIT IV
<PAGE>

                                    EXHIBIT A

                         (LIST OF SELLING STOCKHOLDERS)


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


                                    EXHIBIT A