INSIDER PLEDGE AND ESCROW AGREEMENT

      THIS INSIDER  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 "Company"),  BENTON WILCOXON (the "Pledgor") and DAVID
GONZALEZ, ESQ., as escrow agent ("Escrow Agent").

                                    RECITALS:

      WHEREAS, on March 23, 2005,  Cornell,  the Company,  the Pledgor,  and the
Escrow Agent entered into a Pledge and Escrow  Agreement,  as amended on May 26,
2005 (the "Pledge and Escrow  Agreement")  pursuant to which the Pledgor pledged
shares of common stock of Composite  Technology  Corporation ("CTC") to secure a
loan made by the Pledgee to the Company in a principal amount of $2,500,000. 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
Company, the Company shall issue 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 Company
entered into an Investor  Registration  Rights Agreement  ("Registration  Rights
Agreement"),  an Escrow  Agreement  ("Escrow  Agreement"),  an Amended  Security
Agreement ("Security Agreement"), a Pledge and Escrow Agreement ("Company Pledge
Agreement"),  and  Irrevocable  Transfer  Agent  Instructions  ("Transfer  Agent
Instructions")  (the  Convertible  Debentures,  Securities  Purchase  Agreement,
Registration Rights Agreement,  Escrow Agreement,  Security  Agreement,  Company
Pledge Agreement,  and Transfer Agent Instructions are collectively  referred to
as the "Transaction Documents"); and

      WHEREAS,  the Pledgor has agreed to irrevocably pledge to the Pledgee Five
Million  (5,000,000)  shares of common stock of CTC which are beneficially owned
by the Pledgor (the  "Pledged  Shares") in order to secure the  repayment of the
first Two Million  Five  Hundred  Thousand  Dollars  $2,500,000  (whether at the
stated maturity, by acceleration or otherwise) of the Company's obligations (the
"Obligations")  to  the  Pledgee  or any  successor  to the  Pledgee  under  the
Convertible Debentures and the Transaction Documents.

      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:
<PAGE>

                              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  repayment  of the first Two Million  Five Hundred  Thousand
Dollars $2,500,000 of the Obligations. On or before the date hereof, 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").  Such stock  certificates  and Transfer  Documents
(collectively  the "Pledged  Materials") shall be held by the Escrow Agent until
the Escrow  Agent is  notified to release  such  Pledged  Materials  pursuant to
Section 3 hereof.  the repayment of the first Two Million Five Hundred  Thousand
Dollars  $2,500,000  (whether by  conversion,  repayment,  or  otherwise) of all
Obligations  due to the Pledgee under the Transaction  Documents,  including the
repayment  of  all  amounts  owed  by  the  Company  to the  Pledgee  under  the
Convertible Debentures (whether outstanding principal,  interest, legal fees, or
any other amounts owed to the Pledgee by the Company).

      2. Rights Relating to Pledged  Shares.  Upon the occurrence of an Event of
Default (as defined  herein),  the Pledgee shall be entitled to vote the Pledged
Shares,  receive dividends and other distributions  thereon, 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.

      3. Release of Pledged Shares from Pledge.  Upon the repayment of the first
Two Million Five Hundred  Thousand  Dollars  $2,500,000  (whether by conversion,
repayment, or otherwise) of the Obligations, the parties hereto shall 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 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  Convertible
Debentures which remains uncured for a period of ten (10) days after the Pledgee
provides the Pledgor written notice of an Event of Default under the Convertible
Debentures.

      5. Remedies.  Upon and anytime after the occurrence of an Event of Default
(as set forth  above),  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 and the Company.  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 Company  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.  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, the Company 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  of  Composite
Technology  Corporation  beneficially  owned by the Pledgee and its  affiliates,
will not to exceed  9.9% of the  outstanding  capital  of  Composite  Technology
Corporation (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>

      The Pledgor shall enter into a lockup  agreement in  connection  with this
Agreement.

      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  and the  Company  have 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:

                  (i) he is, and at the time when pledged hereunder will be, the
legal,  beneficial  and record  owner of, and has (and will have) good and valid
title to, all Pledged  Shares  pledged by him  hereunder,  subject to no pledge,
lien,  mortgage,  hypothecation,  security  interest,  charge,  option  or other
encumbrance whatsoever;

                  (ii) he has full  power,  authority  and legal right to pledge
all the Pledged Shares pledged by him pursuant to this Agreement; and

                  (iii)  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.


                                       3
<PAGE>

            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.

            6.4 The Pledgor  represents,  warrants and covenants that (i) he has
been the  beneficial  owner of the Pledged  Shares for a period of not less than
two (2) years as computed in accordance with Rule 144(d)  promulgated  under the
Securities  Act of 1933,  as  amended,  (ii) he has fully  paid for the  Pledged
Shares at the time he became the  beneficial  owner (which was more than two (2)
years  ago) and (iii) this  Agreement  is made with  recourse.  Upon an Event of
Default,  the Pledgee shall be deemed to have acquired the Pledged Shares on the
date they were acquired by the Pledgor.

            6.5 The Pledgor  represents,  warrants  and  covenants  that (i) the
Pledgor waives any rights to seek any remedy in equity,  (ii) the Pledgor's sole
remedy against the Pledgee shall be to sue for monetary  damages,  and (iii) the
Pledgor shall not challenge any  instructions or directions given by the Pledgee
to CTC's transfer  agent  regarding any transfers or sales of the Pledged Shares
or otherwise challenge any such transfer or sale. The Pledgor's exclusive remedy
for any wrongdoing or alleged wrongdoing under this Section 6.5 shall be to seek
monetary  damages  against the  Pledgee,  which  damages  the Pledgor  expressly
acknowledges are an adequate remedy under applicable law.

      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.


                                       4
<PAGE>

            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
Company.

            7.4.  If any of 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,  the  Company 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.

            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.


                                       5
<PAGE>

            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 the Company, 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

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

If to the Pledgor, to:    Benton Wilcoxon
                          2026 McGaw Avenue
                          Irvine, CA 92260
                          Telephone: (949) 428-8500
                          Facsimile: (949) 660-1533


                                       6
<PAGE>

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 New Jersey 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.

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


                                       7
<PAGE>

      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]


                                       8
<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto have duly  executed this Insider
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


/s/ Benton Wilcoxon
--------------------------------------------
BENTON WILCOXON


EARTHSHELL CORPORATION


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


ESCROW AGENT


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


FOR VALUE RECEIVED, this Agreement is made with recourse.


/s/ Benton Wilcoxon
--------------------------------------------
BENTON WILCOXON


                                       9