EARTHSHELL CORP
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>9
<FILENAME>ex10-8.txt
<TEXT>
                                                                    Exhibit 10.8

               AMENDED AND RESTATED DEBENTURE PURCHASE AGREEMENT

      This Amended and Restated Debenture Purchase Agreement (this "Agreement")
is entered into as of this 30th day of September, 2004 by and among E. Khashoggi
Industries, LLC, a Delaware limited liability company ("EKI"), EarthShell
Corporation, a Delaware corporation ("EarthShell"), and Straus Partners L.P.
("Holder" and, together with EKI and EarthShell, collectively, the "Parties" and
individually, a "Party").

      WHEREAS, there are currently outstanding $6,800,000 aggregate principal
amount of Secured Convertible Debentures due March 5, 2006 issued by EarthShell
(the "Debentures");

      WHEREAS, Holder is the holder of $195,000 principal amount (the "Subject
Principal Amount") of Debentures (the "Subject Debentures");

      WHEREAS, there currently exist one or more events of default under the
Debentures (collectively, a "Default");

      WHEREAS, in July, 2004, the Parties entered into that certain Debenture
Purchase Agreement (the "Original Agreement"), which provided for the conversion
of a portion of the Subject Debenture into shares of EarthShell Common Stock and
the purchase by EKI of the remaining Subject Debentures;

      WHEREAS, Holder wishes to convert, and EKI and EarthShell wish to have
Holder convert, all of the Subject Debentures into shares of EarthShell Common
Stock pursuant to the terms and conditions of the Subject Debentures and as set
forth herein; and

      WHEREAS, the Parties wish to amend and restate the Original Agreement in
its entirety;

      NOW, THEREFORE, in consideration of the mutual covenants and premises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties hereby agree as
follows:

      1. Conversion of Subject Debentures. Subject to the terms and conditions
set forth in this Agreement, at the Closing (as defined in Section 6), Holder
shall convert the Subject Principal Amount into an aggregate of 32,500 shares of
EarthShell Common Stock (the "Converted Shares") at a conversion price of $6.00
per share in accordance with the terms of the Subject Debentures.

      2. Issuance of Additional Shares. In consideration for the prior waiver of
the Default and subject to the terms and conditions set forth in this Agreement,
at the Closing, EarthShell shall issue an additional 48,750 shares of EarthShell
Common Stock to Holder (the "Registrable Securities").

      3. Purchase and Sale of the Subject Debentures. Subject to the terms and
conditions set forth in this Agreement, at the Closing, Holder shall sell,
transfer, assign, convey and deliver to EarthShell the Subject Debentures and
its rights under the Related Agreements (as defined in Section 10 below), and
EarthShell shall retire and cancel the Subject Debentures and Holder's rights
under the Related Agreements.

<PAGE>

      4. Registration of Converted Shares; No Registration of Registrable
Securities; Legends. The offer, issuance and sale of the Converted Shares by
Holder have been registered under the Securities Act of 1933, as amended,
pursuant to Registration Statement No. 333-76092. Holder, however, acknowledges
that the Registrable Securities will 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 Registrable
Securities are subsequently registered, Holder may be required to bear the
economic risk of such investment indefinitely. Holder further acknowledges that
each certificate representing the Registrable Securities shall 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.

      5. Registration Rights.

            (a) Registration Statement. EarthShell shall, no later than sixty
(60) days after the date the Closing Date (the "Filing 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 Registrable Securities. EarthShell shall use its reasonable
best 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 Holder 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 Holder in writing of the happening of any
event as a result of which the prospectus included in the 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 Holder. EarthShell shall also promptly
notify Holder in writing (i) when a prospectus or any prospectus supplement or
post-effective amendment has been filed, and when the Registration Statement or
any post-effective amendment has become effective, (ii) of any request by the
SEC for amendments or supplements to the Registration Statement or related
prospectus or related information, and (iii) of EarthShell's reasonable
determination that a post-effective amendment to the Registration Statement
would be appropriate.

                                       2
<PAGE>

            (d) Stop Orders. EarthShell shall use reasonable best efforts to
prevent the issuance of any stop order or other suspension of effectiveness of
the Registration Statement, or the suspension of the qualification of any of the
Registrable Securities 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 Holder 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 Registrable
Securities covered by the Registration Statement, EarthShell will register or
qualify such Registrable Securities for offer and sale under the securities or
blue sky laws of such jurisdictions as Holder 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 Registrable Securities covered by the
Registration Statement, except that EarthShell will not be required to take any
actions under this Section 5(e) if such actions would require it to submit to
the general taxation of such jurisdiction or to file therein any general consent
to service of process..

            (f) Cooperation by Holder. Holder 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 Registrable
Securities and such other information as may be reasonably required by
EarthShell in order to prepare and file the Registration Statement.

            (g) Indemnification by EarthShell. EarthShell will indemnify and
hold harmless Holder and its officers, directors, agents (including, without
limitation, counsel), and employees (each of the foregoing, a "Holder
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 Holder 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 Holder 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 Holder 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 Holder; 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, Holder failed to deliver a copy
of the prospectus prior to or concurrently with the sale of the Registrable
Securities to the person asserting such Losses after EarthShell had furnished
Holder 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 Holder thereafter
fails to deliver such prospectus as so amended or supplemented prior to or
concurrently with the sale of the Registrable Securities to the person asserting
such Losses after EarthShell had furnished Holder 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
Holder Indemnitee and will survive the transfer of such securities by Holder.

                                       3
<PAGE>

            (h) Indemnification by Holder. If the Holder sells Registrable
Securities under a prospectus that is part of a Registration Statement, then
Holder 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), and each of
EarthShell's agents (including counsel) (each of the foregoing, an "EarthShell
Indemnitee") for any 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 EarthShell Indemnitee may become subject, 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 Holder furnished to
EarthShell by Holder expressly for use therein. Such indemnity will not apply if
EarthShell Indemnitee knew of, or, with the exercise of normal and customary
diligence, should have known of, Holder's untrue statement or omission. The
liability of Holder under this Section 5(h) shall in no event exceed the
proceeds received by Holder from sales of Registrable Securities giving rise to
such obligation.

            (i) Failure to File. If (i) the Registration Statement is not filed
on or prior to the Filing Date (if EarthShell files a Registration Statement
without affording Holder the opportunity to review and comment on the same as
required by Section 5(j) hereof, EarthShell shall not be deemed to have
satisfied this clause (i)), or (ii) the Registration Statement covering the
Registrable Securities is not declared effective by the SEC on or prior to its
required Effectiveness Date (as defined below), or (iii) after its Effective
Date, without regard for the reason thereunder or efforts therefore, such
Registration Statement ceases for any reason to be effective and available to
Holder as to all Registrable Securities to which it is required to cover at any
time prior to the expiration of its Effectiveness Period for more than an
aggregate of thirty (30) trading days (which need not be consecutive) (any such
failure or breach being referred to as an "Event," and for purposes of clauses
(i) or (ii) the date on which such Event occurs, or for purposes of clause (iii)
the date which such thirty (30) trading day-period is exceeded, being referred
to as "Event Date"), then in addition to any other rights the Holder may have
hereunder or under applicable law: on each such Event Date, EarthShell shall pay
to the Holder an amount in cash, as partial liquidated damages and not as a
penalty, equal to $1,463 (1.0% of $14,625), and on each monthly anniversary of
each such Event Date (if the applicable Event shall not have been cured by such
date) until the applicable Event is cured, EarthShell shall pay to the Holder an
amount in cash, as partial liquidated damages and not as a penalty, equal to
$1,463. If EarthShell fails to pay any partial liquidated damages pursuant to
this Section 5(i) in full within seven (7) days after the date payable,
EarthShell will pay interest thereon at a rate of 10% per annum (or such lesser
maximum amount that is permitted to be paid by applicable law) to the Holder,
accruing daily from the date such partial liquidated damages are due until such
amounts, plus all such interest thereon, are paid in full. The partial
liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata
basis for any portion of a month prior to the cure of an Event, except in the
case of the first Event Date. "Effectiveness Date" means the earlier of: (x) the
60th day following the Filing Date; provided, that, if the SEC reviews and has
written comments to the filed Registration Statement that would require the
filing of a pre-effective amendment thereto with the SEC, then the Effectiveness
Date under this clause (x) shall be the 90th day following the Filing Date, and
(y) the fifth trading day following the date on which EarthShell is notified by
the SEC that the Registration Statement will not be reviewed or is no longer
subject to further review and comments.

                                       4
<PAGE>

            (j) Provision of Information. Not less than three (3) trading days
prior to the filing of the Registration Statement or any related prospectus or
any amendment or supplement thereto, EarthShell shall furnish to Holder copies
of the "selling stockholders" section of such document, the "plan of
distribution" and any risk factor contained in such document that addresses
specifically this transaction or the selling stockholders, as proposed to be
filed, which documents will be subject to the review of Holder. EarthShell shall
not file a Registration Statement, any prospectus or any amendments or
supplements thereto in which the "selling stockholder" section thereof differs
from the disclosure received from Holder.

            (k) Notification Requirements. EarthShell shall notify Holder as
promptly as reasonably possible (and, in the case of (i)(A) below, not less than
three trading days prior to such filing) and (if requested by Holder) confirm
such notice in writing no later than one trading day following the day (i)(A)
when a prospectus or any prospectus supplement or post-effective amendment to a
Registration Statement is proposed to be filed; (B) when the SEC notifies
EarthShell whether there will be a "review" of such Registration Statement and
whenever the SEC comments in writing on such Registration Statement (EarthShell
shall provide true and complete copies thereof and all written responses thereto
to Holder that pertain to Holder as a selling stockholder or to the plan of
distribution, but not information that EarthShell believes would constitute
material and non-public information); and (C) with respect to each Registration
Statement or any post-effective amendment, when the same has become effective;
(ii) of any request by the SEC or any other federal or state governmental
authority for amendments or supplements to a Registration Statement or
prospectus or for additional information; (iii) of the issuance by the SEC of
any stop order suspending the effectiveness of the Registration Statement
covering any or all of the Registrable Securities or the initiation of any
proceedings for that purpose; (iv) of the receipt by EarthShell of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any
jurisdiction, or the initiation or threatening of any proceeding for such
purpose; and (v) of the occurrence of any event or passage of time that makes
the financial statements included in a Registration Statement ineligible for
inclusion therein or any statement made in such Registration Statement or
prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires any revisions to such
Registration Statement, prospectus or other documents so that, in the case of
such Registration Statement or the prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any 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.

                                       5
<PAGE>

            (l) Failure to Include all Registrable Securities in Registration
Statement. If for any reason the SEC does not permit all of the Registrable
Securities to be included in the Registration Statement filed pursuant to
Section 8(a), or for any other reason any outstanding Registrable Securities are
not then covered by an effective Registration Statement, then EarthShell shall
prepare and file by the Filing Date for such Registration Statement (which shall
mean the 30th day following the date on which EarthShell is notified by the SEC
in writing that certain Registrable Securities were not eligible for inclusion
on a previously filed registration statement), an additional Registration
Statement covering the resale of all Registrable Securities not already covered
by an existing and effective Registration Statement for an offering to be made
on a continuous basis pursuant to Rule 415, on Form S-1, S-2 or S-3. EarthShell
shall cause each such Registration Statement to be declared effective as soon as
possible but, in any event, by its Effectiveness Date, and shall use its
reasonable best efforts to keep such Registration Statement continuously
effective during the entire Effectiveness Period.

      6. Closing. The closing of the purchase of the Subject Debentures from
Holder (the "Closing") shall occur at the offices of Gibson, Dunn & Crutcher
LLP, 2029 Century Park East, Suite 4000, Los Angeles, CA 90067, or at such other
location as the Parties shall mutually designate. The Closing shall occur on
September 30, 2004, or at such earlier date as may mutually be designated by the
Parties. The date the Closing occurs is referred to herein as the "Closing
Date." At the Closing, (i) the Holder will assign and transfer to EarthShell
good and valid title in and to the Subject Debentures, free and clear of any and
all liens, charges, options and adverse claims or rights whatsoever
("Restrictions"), by delivering to EarthShell certificates representing the
Subject Debentures, (ii) EarthShell shall issue the Converted Shares and the
Registrable Securities to Holder, and (iii) Holder shall execute and deliver the
assignment and termination agreements and statements specified in Section 10.

      7. Representations and Warranties of EKI.

            7.1 Authority. EKI is duly organized, validly existing and in good
standing under the laws of the State of Delaware. EKI has all requisite power
and authority to enter into this Agreement and to consummate the transactions
contemplated hereby.

                                       6
<PAGE>

            7.2 Due Execution; Validity. This Agreement has been duly executed
and delivered by EKI and constitutes the legal, valid and binding obligation of
EKI, enforceable against it in accordance with its terms.

      8. Representations and Warranties of EarthShell.

            8.1 Authority. EarthShell is duly organized, validly existing and in
good standing under the laws of the State of Delaware. EarthShell has all
requisite power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby.

            8.2 Due Execution; Validity. This Agreement has been duly executed
and delivered by EarthShell and constitutes the legal, valid and binding
obligation of EarthShell, enforceable against it in accordance with its terms.

            8.3 Registration of the Shares. The offer, issuance and sale of the
Converted Shares by Holder have been registered under the Securities Act of
1933, as amended, pursuant to Registration Statement No. 333-76092.

      9. Representations and Warranties of Holder.

            9.1 Authority. Holder is duly organized, validly existing and in
good standing under the laws of its state of formation. Holder has all requisite
power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby.

            9.2 Due Execution; Validity. This Agreement has been duly executed
and delivered by Holder and constitutes the legal, valid and binding obligation
of Holder, enforceable against it in accordance with its terms.

            9.3 Ownership of the Subject Debentures and Rights under Related
Agreements. Holder has good and marketable title to the Subject Debentures being
sold hereunder, and the Subject Debentures are owned by Holder free and clear of
any and all Restrictions. Holder's rights under the Related Agreements have not
been sold, assigned, conveyed or transferred to any other person or legal
entity, and such rights are held by Holder free and clear of all Restrictions.

      10. Termination of Rights Under Certain Agreements. Holder understands and
agrees that effective as of the Closing, Holder shall have no further rights
under (i) the Security Agreement dated as of March 5, 2003 (the "Security
Agreement") by and among EarthShell, EKI and the Secured Parties (as defined
therein), (ii) the Subordination Agreement dated as of March 5, 2003 among EKI,
Essam Khashoggi, EarthShell and the Senior Creditors (as defined therein), (iii)
the Subordination Agreement dated as of March 5, 2003 among BioTec (as defined
therein), EarthShell and the Senior Creditors (as defined therein), or (iv) the
letter agreement dated as of March 5, 2003 by and among EarthShell, EKI, Essam
Khashoggi and the other parties named or referenced therein (collectively, the
"Related Agreements"). At the Closing, Holder shall execute and deliver such
assignment and termination agreements as EKI may reasonably request assigning to
EarthShell all of Holder's rights under the Related Agreements as they pertain
to the Subject Debentures, and terminating any of Holder's rights with respect
to any financing statements filed pursuant to the Security Agreement.

                                       7
<PAGE>

      11. Waiver. Subject to Closing, Holder hereby waives any Default under the
Subject Debentures and hereby releases EarthShell, EKI and their respective
affiliates, shareholders, members, officers, directors, managers, employees and
agents from any claims relating to any Default thereunder. For the avoidance of
doubt, any and all representations, warranties and covenants made by EarthShell
in the Subject Debentures or the Loan and Securities Purchase Agreement, dated
as of March 5, 2003, by and among EarthShell, Holder and the other Lenders (as
defined therein) that, by their terms would remain in effect after conversion of
the Subject Debetures, will remain in effect after the Closing to the extent
provided therein.

      12. Restatement of Original Agreement. The Parties acknowledge and agree
that the Original Agreement has been superseded in its entirety by this
Agreement and that the Original Agreement, and the Parties' respective rights
and obligations thereunder, have been terminated and no longer have any force or
effect.

      13. Miscellaneous.

            13.1 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.

            13.2 Entire Agreement. This Agreement contains the entire
understanding of the Parties and supersedes all prior agreements and
understandings relating to the subject matter hereof.

            13.3 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.

            13.4 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.

            13.5 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 Holder without the prior written
consent of EarthShell, and any attempted assignment or delegation without such
consent shall be null and void.

            13.6 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.

                                       8
<PAGE>

            13.7 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.

                                       9
<PAGE>

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

                                         E. KHASHOGGI INDUSTRIES, LLC
                                         ("EKI")

                                         By: /s/John Daoud
                                            ----------------------------------
                                         Name: John Daoud
                                         Title: CFO

                                         EARTHSHELL CORPORATION
                                         ("EARTHSHELL")

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

                                         STRAUS PARTNERS L.P..
                                         ("HOLDER")

                                         By: /s/ Melville Straus
                                            ----------------------------------
                                         Name:  Melville Straus
                                         Title: Managing Principal

</TEXT>
</DOCUMENT>
