EXHIBIT 10.34

                               FIRST AMENDMENT TO
                                 LEASE AGREEMENT

      THIS FIRST AMENDMENT TO LEASE AGREEMENT (this  "Amendment") dated December
16 2003  (the  "Effective  Date of this  Amendment")  is  entered  into  between
SWEETHEART  CUP COMPANY INC.  ("Landlord"),  a Delaware  corporation,  having an
office at 10100 Reisterstown  Road, Owings Mills,  Maryland 21117 and EARTHSHELL
CORPORATION,  a Delaware  corporation,  having an office at 800 Miramonte Drive,
Santa  Barbara,  California  93109  ("Tenant"),  with reference to the following
facts:

                                    RECITALS

A. Landlord and Tenant are parties to a certain Lease Agreement dated as of July
11,  2003  (the  "Lease")  whereby  Landlord,  in return  for the  consideration
described  therein,  has leased to Tenant certain improved  property situated at
9830 Reisterstown Road defined and referred to in the Lease as the "Premises";

B. There is presently located on the Premises certain  equipment  referred to as
the "EarthShell  Equipment," as defined in that certain Operating  Agreement for
the Production of Hinged Sandwich Containers for McDonald's Corporation dated as
of October 16, 1997 (the "Operating Agreement");

C. Tenant desires to conduct a public auction at the Premises for the purpose of
selling the EarthShell Equipment and has engaged Michael Fox International, Inc.
to conduct an  auction at the  Premises  on  December  17,  2003,  as well as at
locations in Illinois and Missouri (the "Auction");

D.  Under  the  terms of the  Lease  the only  use  Tenant  is permitted  to
make  of the  Premises  is the  storage  of the EarthShell  Equipment  pending
its removal from the  Premises. Landlord contends that,  accordingly,  Tenant is
not permitted to use the  Premises  for the purpose of  conducting  a public
auction.  Tenant disputes that contention; and

E. In an effort to resolve the dispute over whether Tenant is presently
permitted under the Lease to conduct a public auction on the premises, the
parties have agreed to amend the Lease to expressly permit the Auction to take
place at the  Premises  in  return  for  a  payment  of  Six  Hundred   Thousand
Dollars ($600,000.00) and Tenant, has agreed to pay Six Hundred Thousand Dollars
($600,000.00)  to Landlord and to assign the first Six Hundred  Thousand Dollars
($600,000.00)  of net  proceeds  from the Auction to Landlord for the purpose of
making that payment.

NOW, THEREFORE,  Landlord and Tenant, in consideration of the foregoing Recitals
and the covenants and agreements set forth herein,  together with other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the Parties agree to amend the Lease as follows:

      1.  Landlord  and  Tenant  agree  that  the  above   recitals  are  to  be
incorporated into and are part of this Amendment.


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      2.  Article  18 of the  Lease  shall be  amended  by the  addition  of new
Sections 18.02 and 18.03, that shall read as follows:

                  SECTION   18.02.    RIGHT   TO   CONDUCT    PUBLIC    AUCTION.
            Notwithstanding  the provisions of Section 18.01 hereof, at any time
            during the Term Landlord shall permit the Tenant to conduct a public
            auction  at the  Premises  for  the  sole  purpose  of  selling  the
            EarthShell  Equipment,  provided  that  Tenant (i) shall  furnish to
            Landlord  in  advance of such  auction  satisfactory  evidence  that
            Tenant and/or its agents have secured insurance  (including  without
            limitation  workers  compensation  insurance and  insurance  against
            liability for bodily and personal injury, death and Premises damage)
            sufficient  to indemnify  against any and all  potential  losses and
            liabilities  that could arise in connection  with the conduct of the
            auction and the removal of the EarthShell  Property;  and (ii) shall
            pay a fee to Landlord in the amount of Six Hundred  Thousand Dollars
            ($600,000.00)  in return for such  permission.  Landlord  and Tenant
            agree that in the event of such an auction  Tenant  shall assign the
            first  $600,000.00 in proceeds (net of auctioneers'  fees) generated
            by such  auction to Landlord and shall  direct the  Auctioneer,  and
            obtain  in  advance  of  the   auction  the   Auctioneer's   written
            acknowledgment,  that the  first  $600,000.00  in  proceeds  (net of
            auctioneers'  fees) generated by such auction shall be paid directly
            by the Auctioneer to Landlord  within thirty (30) days following the
            first day of the auction.  In the event that, as of that date,  such
            auction yields less than $600,000.00 in net proceeds, the balance of
            the  $600,000.00  fee shall be immediately due and owing from Tenant
            to Landlord.

                  SECTION 18.03. WAIVER OF  REPAIR/RESTORATION  OBLIGATIONS.  In
            the event that  Tenant  conducts  an auction as  provided in Section
            18.02 and  Landlord  receives  payment  of the  $600,000.00  fee for
            permitting such auction at the Premises,  then,  notwithstanding any
            other  provisions  of the Lease,  Tenant shall have no obligation to
            Landlord in connection with repairs occasioned by the removal of the
            EarthShell  Equipment  from the  Premises,  except  with  respect to
            repairs  that are  necessitated  by reason  of a  failure  by Tenant
            and/or  Tenant's  agents or assigns to accomplish the removal of any
            or all of the EarthShell Equipment with reasonable care so as not to
            cause any damage to the Premises.

      3. In  furtherance  of Tenant's  obligations  under  Section  18.02 of the
Lease,  as amended,  Tenant hereby  irrevocably and  unconditionally  assigns to
Landlord without recourse the first $600,000.00 in proceeds (net of auctioneers'
commissions) generated by the Auction.


<PAGE>
      4. The parties agree and acknowledge that, in connection with the Auction,
Tenant has satisfied the condition set forth in the new Section 18.02(i) set
forth above.

      5. All  provisions of the Lease not expressly  amended hereby shall remain
in full force and effect.  Nothing  herein shall be deemed to extend the term of
the Lease.

      6.  Tenant  shall obtain from Fox its written acknowledgement in the form
appearing at page 5 hereof, that Fox shall pay the first $600,000 in proceeds
from the Auction to Sweetheart.  In addition, Tenant shall provide a copy of the
executed  acknowledgment  to Landlord within one (1) business day of the
Effective Date of this Amendment.

      7. This  Amendment  may be  executed in one or more  counterparts  each of
which when taken together with all other  signatures shall be deemed one and the
same agreement.  A facsimile  signature by a party will be the same effect as an
original signature by such party.

      EXECUTED  as a  sealed  instrument  as of the day  and  year  first  above
written.


LANDLORD:                                 TENANT:

SWEETHEART CUP COMPANY, INC.              EARTHSHELL CORPORATION





By: /s/ Thomas Uleau                         By: /s/ Vincent J. Truant
   ----------------------------              ----------------------
   Thomas Uleau                              Vincent J. Truant
   Vice Chairman                             President and COO


STATE OF __Maryland_____________ )
                                 :ss
COUNTY OF _Baltimore____________ )


On the 16th day of  December,  2003,  before me  personally  came Thomas Uleau
to me known,  who, being by me duly sworn,  did depose and say that he has
an office at 10100  Reisterstown  Road, Owings Mills,  Maryland,  that he is the
Vice Chairman of Sweetheart Cup Company, Inc., a Delaware corporation, described
in and which  executed  the  foregoing  instrument;  and that he signed his name
thereto as the duly authorized officer of said corporation.

      WITNESS my hand and Notarial Seal.


                                    /s/ Mary P. Harrison
                                    ------------------------------
                                    Notary Public Mary P. Harrison
                                    My Commission Expires: 7/1/05


<PAGE>


STATE OF _Maryland______________ )
                                 :ss
COUNTY OF _Baltimore____________ )


On the _16th_ day of __December__,  2003,  before me personally  came Vincent
Truant to me known,  who, being by me duly sworn, did depose and say that he has
an office at 6740 Cotona Drive, Santa Barbara, California, 93117 that he is
the President and COO of EarthShell Corporation,  a Delaware corporation,
described in and which  executed  the  foregoing  instrument;  and that he
signed his name thereto as the duly authorized officer of said corporation.

           WITNESS my hand and Notarial Seal.



                                     /s/ Mary P. Harrison
                                    -------------------------
                                    Notary Public Mary P. Harrison
                                    My Commission Expires: 7/1/05



                               ACKNOWLEDGEMENT BY
                         MICHAEL FOX INTERNATIONAL, INC.


        Michael Fox International, Inc., by its undersigned representative,
hereby acknowledges that it has been informed by EarthShell Corporation that
EarthShell Corporation has, irrevocably and without recourse, assigned to
Sweetheart Cup Company the first $600,000.00 of auction proceeds generated by
the auction to be conducted on December 17, 2003 in connection with the
Commission Agreement executed on or about November 4, 2003 between Michael Fox
International, Inc., EarthShell Corporation, and Aaron Equipment Company, and
further acknowledges that, in accordance with that assignment, Michael Fox
International, Inc. shall pay over to Sweetheart Cup Company Inc. the first
$600,000.00 in proceeds generated by that auction.

Michael Fox International, Inc.

By______________________                        Date:__12/16/03________

STATE OF _ Maryland__________)
COUNTY OF _Baltimore_________)

On the _16th_ day of _December_______, 2003, before me personally came
Gilbert Schwartzman___ to me known, who, being by  me duly sworn, did depose and
say that he is the Sr. __Vice President__ of Michael Fox Internatioan, Inc., a
Maryland corporation, which executed the foregoing instrument; and that he
signed his name thereto as the duly authorized officer of said corporation.

        WITNESS my hand and Notorial Seal.

                                        _____Mary P. Harrison______________
                                        Notary Public Mary P. Harrison
                                        My Commission Expires: _7/1/05_