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                                                                     EXHIBIT 4.4
                            E. KHASHOGGI INDUSTRIES, LLC
                                          
                               EQUITY INCENTIVE PLAN


Section 1.     PURPOSE OF PLAN

     The purpose of this Equity Incentive Plan (the "Plan") of E. Khashoggi
Industries, LLC, (the "Company") is to enable the Company to attract, retain and
motivate the employees, directors and consultants of the Company and the direct
or indirect subsidiaries of the Company (each, a "Subsidiary") by providing for
or increasing the proprietary interests of such persons in the Company and/or
its Subsidiaries.

Section 2.     PERSONS ELIGIBLE UNDER PLAN

     Each of the following persons (each, a "Participant") shall be eligible to
be considered for the grant of Awards (as hereinafter defined) hereunder:
(1) any employee (an "Employee") of the Company, its predecessor, E. Khashoggi
Industries, a California general partnership ("EKI Predecessor"), or any
Subsidiary, and (2) any consultant, manager or director of the Company, EKI
Predecessor or any Subsidiary.

Section 3.     AWARDS

     (a)  The Committee (as defined in Section 6 below), on behalf of the
Company, is authorized under this Plan to enter into any type of arrangement
with a Participant that is not inconsistent with the provisions of this Plan and
that, by its terms, involves or might involve the issuance or sale of (i) shares
of common stock, par value $0.01, of EarthShell Corporation, a Delaware
corporation (the "EarthShell Shares") that are or were issued and outstanding
and owned by the Company or EKI Predecessor, (ii) a profits or capital interest
in, or shares of common stock of, any  Subsidiary other than EarthShell
Corporation, whether such Subsidiary is a corporation, partnership, limited
liability company or other form of legal entity, identified in a resolution
adopted by the Committee as a Subsidiary whose shares or other equity or profits
interests shall be the subject of Awards under this Plan ("New Subsidiary Equity
Interests" and, together with EarthShell Shares, the "Equity Interests"), or
(iii) a Derivative Security (as such term is defined in Rule 16a-l promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as
such rule may be amended from time to time, with an exercise or conversion
privilege at a price related to any Equity Interests or with a value derived
from the value of the Equity Interests. The entering into of any such
arrangement is referred to herein as the "grant" of an "Award."

     (b)  Awards are not restricted to any specified form or structure and may
include, without limitation, sales or bonuses of stock, restricted stock,
non-qualified or incentive stock options, reload stock options, stock purchase
warrants, other rights to acquire stock, securities convertible into or
redeemable for stock, stock appreciation rights, phantom stock, dividend
equivalents, performance units or performance shares, or profits or capital
interests in a partnership or limited liability company.  An Award may consist
of one such security or benefit, or two or more of them in tandem or in the
alternative.


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     (c)  Awards may be issued, and Equity Interests may be issued pursuant to
an Award, for any lawful consideration as determined by the Committee,
including, without limitation, past, present or future services rendered or to
be rendered by the recipient of such Award.

     (d)  Subject to the provisions of this Plan, the Committee, in its sole and
absolute discretion, shall determine all of the terms and conditions of each
Award granted under this Plan, which terms and conditions may include, among
other things:

          (i)  a provision permitting the recipient of such Award to pay the
purchase price of the Equity Interests or other property issuable pursuant to
such Award, or such recipient's tax withholding obligation with respect to such
issuance, in whole or in part, by any one or more of the following:

               (A)  the delivery of cash;

               (B)  the delivery of other property deemed acceptable by the
                    Committee;

               (C)  the delivery of previously owned Equity Interests of the
                    issuer of the Equity Interests that are the subject of such
                    Award (the "Issuer"), provided that such shares of Equity
                    Interests shall have been owned for at least six months; or

               (D)  the delivery of a recourse promissory note, the terms and
                    conditions of which shall be determined by the Committee; or

          (ii) a provision conditioning or accelerating the receipt of benefits
pursuant to such Award, either automatically or in the discretion of the
Committee, upon the occurrence of specified events, including, without
limitation, a change of control of the Issuer or the Company (as defined by the
Committee), an acquisition of a specified percentage of the voting power of the
Issuer or the Company, the dissolution or liquidation of the Issuer or the
Company, a sale of substantially all of the property and assets of the Issuer or
the Company or an event of the type described in Section 7 hereof.

Section 4.     EQUITY INTERESTS SUBJECT TO PLAN

     (a)  The Committee shall fix the maximum aggregate number of EarthShell
Shares and New Subsidiary Equity Interests that may be issued pursuant to Awards
granted under the Plan and to any one individual.  The maximum number of Equity
Interests to be Awarded in connection with any Issuer may be increased or
decreased by the Committee at any time (subject to Section 8), and such number
shall be calculated without reference to the unexercised portion of any option
or similar Award that has expired or terminated.  It is not intended that the
Equity Interests to be Awarded with respect to any Issuer will exceed five
percent (5%) of the outstanding Equity Interests of such Issuer owned by the
Company or any Subsidiary. 

     (b)  In the event Equity Interests are to be issued by a corporate Issuer
to any Participant, the Committee shall use its best efforts to ensure that the
Awards qualify as


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"performance based compensation" under Section 162(m) of the Internal Revenue 
Code of 1986, as amended (the "Code").  Further, the aggregate number of 
Equity Interests to be issued pursuant to this Plan shall be subject to 
adjustment under Section 7 only to the extent permitted by Section 162(m) of
the Code.

     (c)  For purposes hereof, the aggregate number of Equity Interests issued
and issuable pursuant to Awards granted under this Plan shall at any time be
deemed to be equal to the sum of the following:

          (i)  the number of Equity Interests that were issued prior to such
time pursuant to Awards granted under this Plan, other than Equity Interests
that were subsequently reacquired by the Company or the Issuer pursuant to the
terms and conditions of such Awards and with respect to which the holder thereof
received no benefits of ownership such as dividends; plus

          (ii) the maximum number of Equity Interests that are or may be
issuable at or after such time pursuant to Awards granted under this Plan prior
to such time.

Section 5.     DURATION OF PLAN

     No Awards shall be made under this Plan after June 30, 2008, although
Equity Interests may be issued after June 30, 2008 pursuant to Awards made on or
prior to such date.

Section 6.     ADMINISTRATION OF PLAN

     (a)  This Plan shall be administered by a committee (the "Committee") of
the Board of Managers of the Company (the "Board") consisting of at least three
managers who shall decide all matters by majority vote. The Committee initially
shall be comprised of the following individuals: Essam Khashoggi, Simon Hodson
and John Daoud.  Any Committee member may be removed or replaced at any time,
with or without cause, by the members of the Company.

     (b)  Subject to the provisions of this Plan, the Committee shall be
authorized and empowered to do all things necessary or desirable in connection
with the administration of this Plan, including, without limitation, the
following:

          (i)   adopt, amend and rescind rules relating to this Plan;

          (ii)  determine which persons are Participants and to which of such
Participants,  if any, Awards shall be granted hereunder;

          (iii) grant Awards to Participants and determine the terms and
conditions thereof, including the number of Equity Interests issuable pursuant
thereto;

          (iv)  determine whether, and the extent to which, adjustments are
required pursuant to Section 7 hereof; and

          (v)   interpret and construe this Plan and the terms and conditions of
any Award granted hereunder.


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     Any determination made by the Committee in good faith shall be binding on
each Participant affected by such determination (unless such determination is
contrary to the specific terms and provisions of the agreement with the
Participant pursuant to which the Awards were granted).

Section 7.     ADJUSTMENT

     If the outstanding securities of any class of Equity Interests then subject
to this Plan are increased, decreased or exchanged for or converted into cash,
property or a different number or kind of securities, or if cash, property or
securities are distributed in respect of such outstanding securities, in either
case as a result of a reorganization, merger, consolidation, recapitalization,
restructuring, reclassification, dividend (other than a regular, quarterly cash
dividend) or other distribution, stock split, reverse stock split or the like,
or if substantially all of the property and assets of the Company or any other
Issuer are sold, then, unless the terms of such transaction shall provide
otherwise, the Committee shall make appropriate and proportionate adjustments in
(a) the number and type of Equity Interests or other securities, cash or
property that may be acquired pursuant to Awards theretofore granted under this
Plan, (b) the maximum number and type of Equity Interests or other securities,
cash or property that may be issued pursuant to Awards thereafter granted under
this Plan, and (c) to the extent permitted under Section 4(b) hereof, the
maximum number of Equity Interests for which Awards may be granted during any
one calendar year, provided further that no such adjustment shall be made to the
extent the Committee determines that such adjustment would result in the
disallowance of a federal income tax deduction for compensation attributable to
Awards hereunder by causing such compensation to be other than
"performance-based compensation" under Section 162(m) of the Code.

Section 8.     AMENDMENT AND TERMINATION OF PLAN

     The Board may amend or terminate this Plan at any time and in any manner,
subject to the following limitations:

     (a)  no such amendment or termination shall deprive the recipient of any
Award theretofore granted under this Plan, without the consent of such
recipient, of any of his or her rights thereunder or with respect thereto;

     (b)  Section 4 hereof shall not be amended more than once every six months,
other than to comply with changes in the Code, the Employee Retirement Income
Security Act ("ERISA"), or the rules and regulations thereunder; and

     (c)  if an amendment to the Plan would (i) increase the maximum number of
Equity Interests that may be issued pursuant to (A) all Awards, granted under
this Plan, (B) Awards granted under this Plan during any calendar year to any
one Participant, (ii) change the class of persons eligible to receive Awards
under the Plan, (iii) otherwise materially increase the benefits hereunder
accruing to Participants who are subject to Section 16 of the Exchange Act in a
manner not specifically contemplated herein, or (iv) affect the Plan's
compliance with Rule 16b-3 or applicable provisions of the Code, as amended from
time to time, the amendment shall be approved by the Company's members to the
extent required to comply with Rule 16b-3,


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Sections 422 and 162(m) of the Code, and other applicable provisions of or 
rules under the Code, as amended from time to time.

Section 9.     EFFECTIVE DATE OF PLAN

     This Plan shall be effective as of July 1, 1998; provided that this Plan
shall retroactively apply to all options heretofore granted by the Company or
EKI Predecessor to its employees or consultants (to the extent the terms of this
Plan are not inconsistent with the terms of any option agreement embodying the
terms of any Award issued prior to the date of this Plan), including options
issued to Company Employees to acquire EarthShell Shares held by the Company or
EKI Predecessor.  It is understood that all such options granted prior to March
23, 1998 were granted in respect of a specified number of EarthShell Shares
prior to the effectiveness of the 262-for-1 stock split of the EarthShell Shares
that took effect on March 23, 1998.


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