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                                                                  EXHIBIT 10.38

               SECOND AMENDMENT TO 1995 STOCK INCENTIVE PLAN OF

                       EARTHSHELL CONTAINER CORPORATION

     The 1995 Stock Incentive Plan, as amended (the "Plan") of EarthShell 
Container Corporation, a Delaware corporation (the "Company"), is hereby 
amended as of November 3, 1997 as follows:

     1.  Section 4(b) of the Plan is amended and restated in its entirety and 
the following new Section 4(b) is substituted therefor:

          (b)  Each director who has been elected to serve as a director at 
     an annual meeting of the stockholders of the Company held on or after 
     January 1, 1996 shall, on the day following the date of such meeting, 
     automatically be granted a Director Option to purchase 20 Common Shares 
     for service as a director for the forthcoming year. Such Director Option 
     shall vest, and become exercisable with respect to all of such Common 
     Shares, on the day immediately prior to the date of the next annual 
     meeting of the stockholders of the Company, assuming such director 
     continues to serve as a director of the Company through the day 
     immediately prior to the date of such next annual meeting.


     2.  Except as modified by this Second Amendment, the Plan shall remain 
unchanged and shall remain in full force and effect.

     3.  This Amendment shall be governed by and construed in accordance with 
the internal laws of the State of California.

     IN WITNESS WHEREOF, the Company has caused this Second Amendment to be 
duly executed as of the date first written above.

                                       EARTHSHELL CONTAINER CORPORATION


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




