# EMPLOYMENT
AGREEMENT
BETWEEN
EARTHSHELL CORPORATION
AND
DR. PER JUST ANDERSEN

This
Employment Agreement (the Agreement) is entered into this 30th day
of March, 2001, but is to be effective as of January 1, 2001 (the
Effective Date), by and between EarthShell Corporation, a Delaware
corporation with its principal office located at 800 Miramonte Drive, Santa
Barbara, California (the Company), and Dr. Per Just
Andersen, a resident of the City of Santa Barbara, California
(Executive).

# AGREEMENT

1.
     Services Provided to the Company.

Commencing
as of the  Effective  Date,  Executive  shall be  employed by the Company as its
Chief Science Officer, and Executive agrees to such employment.  Executive shall
report directly to the Company's Chief Executive Officer. Because of Executive's
position of  responsibility  and technical  expertise,  he will be considered an
"exempt" employee for labor law purposes.

2.
     Compensation to Executive.

(a)
     Base   Salary.  During  the  term  of  this
Agreement,  the  Company  shall pay to  Executive a base salary in the amount of
$280,000 per annum (the "Base Salary"),  payable  semi-monthly.  The Base Salary
shall  commence to accrue on the  Effective  Date.  Increases to the Base Salary
shall be determined and set from time to time by the Compensation Committee (the
"Compensation  Committee") of the  EarthShell  Board of Directors (the "Board"),
guided by the  accomplishments  of critical  milestones  agreed to in writing by
Executive and the Company on an annual basis.

(b)
     Car  Allowance.  In  addition  to the  Base
Salary,  during  the term of this  Agreement,  Executive  will  receive a $1,300
monthly  allowance for the lease,  operation and maintenance of an automobile of
Executive's choosing (the "Automobile Allowance"). The automobile will be leased
in Executive's  name and Executive will be responsible for discharging all costs
and expenses attributable to the automobile.

(c)
     Additional Compensation. Executive may also
be entitled to receive (i) an annual bonus in an amount equal to one year's Base
Salary provided  certain  financial and other  milestones are met by the Company
and Executive,  as determined by Executive and the Compensation  Committee,  and
(ii) options or other rights to acquire the Company's  common stock  pursuant to
the Company's 1995 Stock Incentive Plan,  under such terms and conditions as are
determined by the Stock Option  Committee (the "Option  Committee") of the Board
in its sole discretion.

3.
     Employee   Benefits.   The  Company   shall
provide to Executive at the Company's expense, coverage under the major medical,
hospitalization, disability and other insurance and employee programs maintained
by the Company for its officers  generally,  or if none is made for its officers
generally,  its  employees  generally,  including  any  benefit  plans  that are
provided by the Company  subsequent to the date of this Agreement.  In addition,
Executive  shall accrue after on the Effective  Date all other  Company-provided
benefits, including sick pay and vacation benefits, that are, from time to time,
made  available by the Company to its officers  generally or, if not made to its
officers generally, its employees generally.

(a)
     Vacation.    Executive   will   begin   his
employment  with the  Company  having an  accrued  vacation  of eight (8) weeks.
Executive  additionally  shall be  entitled  to four (4) weeks of paid  vacation
during each twelve (12) month period during the term of this Agreement (prorated
for any partial  12-month  period).  Executive will make  reasonable  efforts to
arrange his vacation schedule so as not to conflict with any special requests by
the Company for his time.

4.
     Termination.   Executives  employment
hereunder  shall be for the period ending  November 30,  2002,  (subject to
such  extension as the Company and the Executive may mutually  agree);  provided
either the Company or the Executive may terminate this  Agreement  prior to such
date at upon six (6)  months  written  notice.  Upon  termination  of this
Agreement,  Executive  shall be  entitled  to receive  such  portion of the Base
Salary and  Automobile  Allowance  which has been accrued  through the effective
date of termination.  If the Company terminates  Executives employment for
other than cause,  Executive shall be entitled to receive severance pay equal to
the lesser of (i) 100% of his Base  Salary,  or (ii) the annual Base Salary that
would have been paid to Executive had he continued to be employed by the Company
through  November 30, 2002.  Cause means the  occurrence of any of the following
events:  (i) willful  and continued failure (to include such failure due to
(a) death or  (b) disability  for a consecutive  period of ninety (90)
days or more) by the  Executive  to  substantially  perform  his duties with the
Company;  provided,  however,  that Executive must be notified by the Company of
any such  failure to perform his duties and shall have thirty (30) days from the
date of such notice to cure such  failure;  (ii) any  act by  Executive  of
fraud, misappropriation, dishonesty, embezzlement or similar conduct against the
Company;  (iii) indictment  of a  criminal  felony,  or (iv) any  breach by
Executive of this  Agreement or the  Confidentiality  Agreement and which is not
cured  within ten (10) days of  written  notification  of the  breach  hereof or
thereof. Any severance pay payable to Executive under this Agreement as a result
of the Companys  termination of his employment without cause shall be paid
no later than the date of termination of  Executives  employment and shall
be in full  settlement  of any claims  Executive may have against the Company in
connection with this Agreement.

5.
     Confidential  and Proprietary  Information.
Executive   agrees  to  execute  and   deliver  to  the  Company  the   attached
confidentiality  agreement  with  respect  to  the  Company's  confidential  and
proprietary information.

6.
     General Provisions.

(a)
     Successors   and  Assigns.  This  Agreement
shall be binding  upon and shall  inure to the  benefit of the  Company  and any
successors  whether by merger,  consolidation,  transfer  of  substantially  all
assets or similar  transaction,  and it shall be binding upon and shall inure to
the benefit of Executive and his heirs and legal representatives. This Agreement
is personal to Executive and shall not be assignable by Executive.

(b)
     Entire  Agreement/Amendment. This Agreement
and the Confidentiality  Agreement shall constitute the entire agreement between
the  parties  hereto  with  respect  to the  subject  matter  hereof,  and shall
supersede   all  previous  oral  and  written  and  all   contemporaneous   oral
negotiations,  commitments,  agreements and understandings  relating hereto. Any
amendment  to this  Agreement  shall be  effective  only if it is in writing and
signed by the parties to this Agreement.

(c)
     Applicable   Law.   The  validity  of  this
Agreement and the  interpretation  and  performance of all of its terms shall be
construed  and enforced in  accordance  with the laws of the State of California
without reference to choice or conflict of law principles.

(d)
     Severability.   Any   provision   of   this
Agreement that is deemed invalid,  illegal or  unenforceable in any jurisdiction
shall, as to that jurisdiction and subject to this paragraph,  be ineffective to
the extent of such invalidity, illegality or unenforceability, without affecting
in any way the remaining  provisions  hereof in such  jurisdiction  or rendering
that or any other provision of this Agreement invalid,  illegal or unenforceable
in any other jurisdiction.  If any covenant should be deemed invalid, illegal or
unenforceable because its scope is considered excessive,  such covenant shall be
modified so that the scope of the covenant is reduced only to the minimum extent
necessary to render the modified covenant valid, legal and enforceable.

(e)
     Jurisdiction; Legal Proceedings; Arbitration.

(i)
     If   any  dispute,  claim  or  controversy  exists
between  the  parties  arising  out of or  relating  to any  provision  of  this
Agreement or the Confidentiality Agreement,  including any alleged breach hereof
or  thereof  (a   Controversy),   and  litigation   concerning  such
Controversy  is  commenced  at a time when  Executive  is residing in the United
States,  such  litigation  shall be brought  in the  Federal  courts,  or in the
absence of Federal  jurisdiction,  in the state  courts  having  subject  matter
jurisdiction  over the  Controversy,  in Los  Angeles,  California.  Each  party
irrevocably and  unconditionally  submits to the jurisdiction of such courts and
agrees  to  take  any  and  all  further  action  necessary  to  submit  to  the
jurisdiction  of such courts  (including  the acceptance of service of process).
Each party  irrevocably  waives any  objection  that it now has or hereafter may
have to the  laying of venue of any suit,  action or  proceeding  brought in any
such court and further  irrevocably  waives any claim that any such suit, action
or  proceeding  brought  in any such court has been  brought in an  inconvenient
forum. Final judgment against any party in any such suit shall be conclusive and
may be enforced in other  jurisdictions by suit on the judgment,  a certified or
true copy of which  shall be  conclusive  evidence of the fact and the amount of
any indebtedness or liability of such party, or by appropriate proceedings under
any applicable treaty or otherwise.

(ii)
     Any   Controversy  that  arises  at  a  time  when
Executive  is residing  outside the Untied  States and which is not related to a
litigation  proceeding  that was  commenced  while  Executive is residing in the
United  States,  shall be  submitted  to, and  determined  by, any court  having
competent jurisdiction.

(iii)
     Nothing  in this Agreement  shall limit the rights
of any of the  parties  to seek in any  court  of  competent  jurisdiction  such
equitable  or interim  relief as may be needed to  maintain  the status  quo, to
prevent  irreversible  harm or to  otherwise  protect the subject  matter of any
Controversy until the matter shall have been finally resolved. For the avoidance
of doubt, any actual or threatened beach of the Confidentiality  Agreement shall
be  considered  a  circumstance   in  which   equitable  or  interim  relief  is
appropriate.

IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first
written above.

`EARTHSHELL CORPORATION,
                       a Delaware corporation


                       By:   /s/ Scott Houston                           

                       Title: Chief Financial Officer                    


                       DR. PER JUST ANDERSEN


                          /s/ Per J. Andersen`