EARTHSHELL CORP
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>11
<FILENAME>v08211_ex10-10.txt
<TEXT>
                                                                   Exhibit 10.10

                                    AGREEMENT

      This Agreement (the "Agreement") is entered into as of the 16th day of
July, 2004 by and among EarthShell Corporation, a Delaware corporation
("EarthShell"), E. Khashoggi Industries, LLC, a Delaware limited liability
company ("EKI") and Essam Khashoggi, an individual residing in the State of
California ("Khashoggi" and together with EKI, the "Related Party").

      WHEREAS, Khashoggi controls EKI and has, from time to time, extended
loans, directly and through EKI, to EarthShell in the aggregate initial
principal amount of $2,755,000 (the "Related Party Loans");

      WHEREAS, the Related Party Loans are convertible into shares of EarthShell
common stock, par value $0.01 per share (the "Common Stock"); and

      WHEREAS, the Related Party desires to convert the Related Party Loans,
including all principal and accrued interest payable thereunder, into shares of
Common Stock, and EarthShell desires to issue shares of Common Stock in full
satisfaction of such Related Party Loans.

      NOW, THEREFORE, the parties agree as follows:

      1. Conversion. The Related Party hereby agrees, on the Closing Date (as
defined below), (a) to convert the aggregate principal amount of the Related
Party Loans into shares of Common Stock at the conversion price of $3.00 per
share, and (b) to convert all accrued but unpaid interest on the Related Party
Loans into shares of Common Stock at a conversion price equal to the greater of
(i) $3.00 per share, and (ii) the maximum per share price (not to exceed $4.00
per share) obtained by EarthShell upon the sale of its Common Stock to any
investor during the three (3) month period following the Closing Date. Upon
conversion, EarthShell shall have no further obligations to the Related Party in
respect of the Related Party Loans.

      2. Closing. The closing of the conversion of the Related Party Loans (the
"Closing") will take place on the same date that EKI purchases all of
EarthShell's Secured Convertible Debentures due March 5, 2005 (the "Debentures")
pursuant to separate agreements by and among EarthShell, EKI and the holders of
the Debentures (the "Closing Date") at the offices of Gibson, Dunn & Crutcher
LLP, 2029 Century Park East, Suite 4000, Los Angeles, CA 90067, or at such other
time and place as EarthShell and EKI may mutually agree. At the Closing,
EarthShell shall deliver to EKI a stock certificate or certificates (in the name
or names as directed in writing by EKI) evidencing the shares of Common Stock
issued upon the conversion of the Related Party Loans (the "Conversion Shares"),
and the EKI shall deliver to EarthShell any note or notes evidencing the Related
Party Loans. The initial Conversion Shares shall be based on a total conversion
price of $3.00 per share for the aggregate principal amount of the Related Party
Loans and $4.00 per share for the accrued but unpaid interest on the Related
Party Loans through the Closing Date. If within the three (3) month period
following the Closing Date, EarthShell does not sell any of its Common Stock for
$4.00 or more per share, EKI shall be issued additional shares of Common Stock
within ten (10) days following the end of such three (3) month period so that
the total shares of Common Stock issued to EKI for the accrued but unpaid
interest on the Related Party Loans equals that number obtained by dividing such
total accrued but unpaid interest by the conversion price set forth in Section
1(b). Such additional shares shall be considered Conversion Shares for all
purposes of this Agreement.

<PAGE>

      3. Registration; Legends. The Related Party understands that the
Conversion Shares constitute "restricted securities" inasmuch as they are being
acquired from EarthShell in a transaction not involving a public offering, and
accordingly may not be resold or transferred without registration under the
Securities Act of 1933, as amended (the "Securities Act") or an applicable
exemption from such registration. Unless the Conversion Shares are subsequently
registered, the Related Party may be required to bear the economic risk of such
investment indefinitely. The Related Party further acknowledges that each
certificate representing the Conversion Shares may be endorsed with
substantially the following legend:

            The securities evidenced by this certificate have not been
            registered under the Securities Act of 1933, as amended (the
            "Securities Act"), and may not be sold, transferred, assigned or
            hypothecated except pursuant to an effective registration statement
            under the Securities Act covering such securities or if such sale,
            transfer, assignment or hypothecation is exempt from the
            registration and prospectus delivery requirements under the
            Securities Act.

      4. Registration Rights.

            (a) Registration Statement. EarthShell shall, no later than sixty
(60) days after the Closing Date, prepare and file at its own expense a
Registration Statement with the Securities and Exchange Commission (the "SEC")
and appropriate "blue sky" authorities, covering the resale of all of the
Conversion Shares by the Related Party. EarthShell shall use its commercially
reasonable efforts to cause such Registration Statement to be declared effective
by the SEC as promptly as practicable and to keep such Registration Statement
effective until the Related Party has completed the distribution related
thereto, but in no event longer than two years from the effective date of such
Registration Statement (the "Effectiveness Period").

            (b) Amendments to Registration Statement. EarthShell shall prepare
and file with the SEC such amendments and post-effective amendments to the
Registration Statement to keep such Registration Statement effective until the
expiration of the Effectiveness Period, and shall cause the related prospectus
to be supplemented by any required prospectus supplement, and, as supplemented,
to be filed pursuant to Rule 424 under the Securities Act.

            (c) Notification. As promptly as practicable after becoming aware of
such event, EarthShell shall notify the Related Party in writing of the
happening of any event as a result of which the prospectus included in a
Registration Statement, as then in effect, includes an untrue statement of a
material fact or omission to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, and promptly prepare a supplement or
amendment to such Registration Statement to correct such untrue statement or
omission, and deliver a copy of such supplement or amendment to the Related
Party. EarthShell shall also promptly notify the Related Party in writing (i)
when a prospectus or any prospectus supplement or post-effective amendment has
been filed, and when a Registration Statement or any post-effective amendment
has become effective, (ii) of any request by the SEC for amendments or
supplements to a Registration Statement or related prospectus or related
information, and (iii) of EarthShell's reasonable determination that a
post-effective amendment to a Registration Statement would be appropriate.

                                       2
<PAGE>

            (d) Stop Orders. EarthShell shall use commercially reasonable
efforts to prevent the issuance of any stop order or other suspension of
effectiveness of a Registration Statement, or the suspension of the
qualification of any of the Conversion Shares for sale in any jurisdiction and,
if such an order or suspension is issued, to obtain the withdrawal of such order
or suspension as soon as practicable and to notify the Related Party who of the
issuance of such order and the resolution thereof or its receipt of actual
notice of the initiation or threat of any proceeding for such purpose.

            (e) Blue Sky Qualifications. Prior to any offering of Conversion
Shares covered by a Registration Statement, EarthShell will register or qualify
such Conversion Shares for offer and sale under the securities or blue sky laws
of such jurisdictions as the Related Party reasonably requests in writing and do
any and all other acts or things necessary or advisable to enable the
disposition in such jurisdictions of the Conversion Shares covered by the
Registration Statement, except that EarthShell will not be required to take any
actions under this Section 4(e) if such actions would require it to submit to
the general taxation of such jurisdiction.

            (e) Cooperation by Related Party. The Related Party shall cooperate
with EarthShell as reasonably requested by EarthShell in connection with the
preparation and filing of the Registration Statement, including furnishing to
EarthShell in a timely fashion such information regarding the distribution of
the Conversion Shares and such other information as may be reasonably required
by EarthShell in order to prepare and file the Registration Statement.

            (f) Indemnification by EarthShell. EarthShell will indemnify and
hold harmless the Related Party and its officers, directors, agents (including,
without limitation, counsel) and employees (each of the foregoing, a "Related
Party Indemnitee") from and against any and all losses, claims, damages and
liabilities (including, without limitation, any investigation, legal or other
expenses ("Losses") reasonably incurred in connection with, and any amount paid
in settlement of, any action, suit or proceeding or any claim asserted to which
any Related Party Indemnitee may become subject, insofar as such Losses arise
out of or are based upon (i) any untrue statement or alleged untrue statement of
a material fact contained in any Registration Statement, prospectus or
preliminary prospectus or any amendment or supplement thereto or the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, or (ii) any
violation by EarthShell or its agents of the Securities Act or the Securities
Exchange Act of 1934, as amended, or other federal or state law applicable to
EarthShell. EarthShell shall reimburse the Related Party Indemnitee for any
legal or other expenses incurred by such party in connection with investigating
or defending any Losses; provided, however, that EarthShell will not be liable
to any Related Party Indemnitee for any Losses if any such Losses arise out of
or are based upon any alleged untrue statement or alleged omission made in such
Registration Statement, preliminary prospectus, prospectus, or amendment or
supplement in reliance upon and in conformity with written information furnished
to EarthShell specifically for use therein by the Related Party; provided,
further, that EarthShell shall not be liable in any such case to the extent that
any Losses arise out of or are based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in any such preliminary
prospectus included in a Registration Statement if (i) to the extent required by
law, the Related Party failed to deliver a copy of the prospectus prior to or
concurrently with the sale of the Conversion Shares to the person asserting such
Losses after EarthShell had furnished the Related Party on a timely basis with a
sufficient number of copies of the same and (ii) the prospectus corrected such
untrue statement or omission; and provided, further, that EarthShell shall not
be liable in any such case to the extent that any such Losses arise out of or
are based upon an untrue statement or alleged untrue statement or omission or
alleged omission in the prospectus, if such untrue statement or alleged untrue
statement, omission or alleged omission is corrected in an amendment or
supplement to the prospectus and the Related Party thereafter fails to deliver
such prospectus as so amended or supplemented prior to or concurrently with the
sale of the Conversion Shares to the person asserting such Losses after
EarthShell had furnished the Related Party on a timely basis with a sufficient
number of copies of the same. Such indemnity will remain in full force and
effect regardless of any investigation made by or on behalf of any Related Party
Indemnitee and will survive the transfer of such securities by the Related
Party.

                                       3
<PAGE>

            (g) Indemnification by Related Party. If the Related Party sells
Conversion Shares under a prospectus that is part of a Registration Statement,
then the Related Party agrees to indemnify and hold harmless EarthShell, its
directors and each officer who signed such Registration Statement, each person
who controls EarthShell (within the meaning of Section 15 of the Securities Act)
(each of the foregoing, an "EarthShell Indemnitee") to the extent, but only to
the extent, that such Losses arise out of or are based upon any untrue statement
of a material fact or omission of a material fact that was made in the
prospectus, the Registration Statement, or any amendment or supplement thereto,
in reliance upon and in conformity with written information relating to the
Related Party furnished to EarthShell by the Related Party expressly for use
therein. Such indemnity will remain in full force and effect regardless of any
investigation made by or on behalf of any EarthShell Indemnitee and will survive
the transfer of such securities by such Related Party.

      5. Miscellaneous.

            (a) Construction. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of California, without
regard to the conflicts of law provisions thereof.

            (b) Entire Agreement. This Agreement contains the entire
understanding of the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof.

            (c) Invalid Provisions. In the event that any provision of this
Agreement or any word, phrase, clause, sentence or other portion thereof should
be held to be unenforceable or invalid for any reason, such provision or portion
thereof shall be modified or deleted in such a manner so as to make this
Agreement, as modified, legal and enforceable to the fullest extent permitted
under applicable laws.

                                       4
<PAGE>

            (d) Counterparts. This Agreement may be executed by the parties in
separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute but one and the
same instrument.

            (e) Successors and Assigns. Subject to the following sentence, this
Agreement will be binding upon, and will inure to the benefit of, the
successors, assigns, heirs, executors and estates of the parties hereto. This
Agreement may not be assigned or delegated by the Related Party without the
prior written consent of EarthShell, and any attempted assignment or delegation
without such consent shall be null and void.

            (f) Opportunity to Consult Counsel and Other Advisors. Each of the
parties hereto acknowledges and understands that such party has had an
opportunity to consult with the legal, tax, business and other advisors of such
party's choice regarding this Agreement and the transactions contemplated hereby
and that such party has read this Agreement carefully and fully understands all
of the terms and provisions contained herein and their significance.

            (g) Further Assurances. Each party hereto shall execute and deliver
such further instruments, and take such other actions, as any other party hereto
may reasonably request in order to carry out this Agreement and to fully
consummate the transactions contemplated hereby, including.

                                       5
<PAGE>

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

                                                EARTHSHELL CORPORATION


                                                By: /s/ Scott Houston
                                                  ------------------------------
                                                Name:  Scott Houston
                                                Title:


                                                E. KHASHOGGI INDUSTRIES, LLC

                                                By: /s/  ESSAM KHASHOGGI
                                                  ------------------------------
                                                Name:  ESSAM KHASHOGGI
                                                Title:


                                                /s/  ESSAM KHASHOGGI
                                                -------------------------------
                                                ESSAM KHASHOGGI

                                       6

</TEXT>
</DOCUMENT>
