





                                                            EXHIBIT 99.2
                                                            ------------


                                  EXHIBIT G


                         CERTIFICATE OF DESIGNATION
                                     OF
                    SERIES C CONVERTIBLE PREFERRED STOCK

                                     OF

                           EARTHSHELL CORPORATION

             (Pursuant to Section 151 of the General Corporation
                        Law of the State of Delaware)


        EarthShell Corporation, a corporation organized and existing
   under the General Corporation Law of the State of Delaware (the
   "Corporation"), hereby certifies that the following resolution was
   adopted by the Board of Directors of the Corporation (the "Board of
   Directors"), pursuant to the authority conferred upon the Board of
   Directors by Article V, Section 3, of the Certificate of Incorporation
   of the Corporation (the "Certificate of Incorporation") and the
   provisions of Section 151 of the Delaware General Corporation Law, at
   a meeting duly called and held on May 12, 2005 at which there was at
   all times present and acting a quorum of the Board of Directors:

        RESOLVED, that there hereby be created, out of the 10,000,000
   shares of Preferred Stock, par value $0.01 per share, of the
   Corporation authorized in Article V of the Certificate of
   Incorporation (the "Preferred Stock"), a series of Preferred Stock,
   which series shall have the following designations, powers and
   preferences, and relative, participating, optional and other special
   rights, and qualifications, limitations and restrictions (in addition
   to the designations, powers, and preferences and relative,
   participating, optional and other special rights, and qualifications,
   limitations and restrictions set forth in the Certificate of
   Incorporation that are applicable to the Preferred Stock):

        1.   DESIGNATION AND NUMBER OF SHARES.  The series of Preferred
   Stock shall be designated the "Series C Convertible Preferred Stock"
   (the "Series C Preferred Stock").  The number of shares constituting
   the Series C Preferred Stock shall be fixed at 8,000,000 and may be
   increased or decreased as provided in Section 151(g) of the General
   Corporation Law of Delaware (but not below the number of shares then
   outstanding).

        2.   RANK.  The Series C Preferred Stock shall rank, with respect
   to rights on liquidation, (a) junior to, or on a parity with, as the
   case may be, any other series of the Preferred Stock established by
   the Board of Directors, the terms of which shall specifically provide
   that such series shall rank senior to or on a parity with, as the case
   may be, the Series C Preferred Stock with respect to rights on
   liquidation; and (b) senior to the Common Stock, par value $.01 per
   share, of the Corporation (the "Common Stock").







        3.   DIVIDENDS.  The holders of the Series C Preferred Stock
   shall be entitled to receive, when, as and if declared by the Board of
   Directors, to the extent permitted under the Delaware General
   Corporation Law, dividends or distributions equal in amount, on a per
   share basis, to those declared, if any, with respect to the Common
   Stock; provided that if, at the time any dividend is declared on the
   Common Stock, the number of shares of Common Stock into which each
   share of Series C Preferred Stock is convertible shall have been
   adjusted pursuant to Section 8(e), then the dividend payable with
   respect to each share of Series C Preferred Stock shall be equal to
   the dividend payable on the number of shares of Common Stock into
   which such share of Series C Preferred Stock could be converted at the
   time of declaration.  Such dividends, if any, shall be payable at such
   time or times as dividends are paid on the Common Stock.

        4.   LIQUIDATION PREFERENCE.  In the event of any liquidation,
   dissolution or winding up of the affairs of the Corporation, whether
   voluntary or involuntary (a "Liquidation"), the holders of shares of
   Series C Preferred Stock shall be entitled (a) to receive, out of the
   assets of the Corporation available for distribution to its
   stockholders, in cash, the amount of $0.000125 per share and (b)
   thereafter, to share ratably with the holders of the Common Stock in
   the assets remaining for distribution to the holders of Common Stock,
   based on the number of shares of Common Stock into which each share of
   Series C Preferred Stock could be converted at the time of such
   Liquidation.

        5.   VOTING RIGHTS.

             (a)  DEFINITIONS.  For purposes of this Section 5 and
   elsewhere in this Agreement, the following terms shall have the
   meanings set forth below:

             "Affiliate" shall mean with respect to any Person, any other
   Person directly or indirectly controlling, controlled by, or under
   direct or indirect common control with, such first Person.  A Person
   shall be deemed to control a corporation or other entity if such
   Person possesses, directly or indirectly, the power to direct or cause
   the direction of the management and policies of such corporation or
   entity, whether through the ownership of voting securities, by
   contract or otherwise.

             "Closing Date" shall have the meaning given such term in the
   Merger Agreement.

             "Contractual Obligation" of any Person shall mean any
   indenture, note, lease, loan agreement, security, deed of trust,
   mortgage, security agreement, guaranty, instrument, contract,
   agreement, license agreement or other form of contractual obligation
   or undertaking to which such Person is a party or by which such Person
   or any of its property is bound.


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             "Fair Market Value" shall mean, when used with respect to
   the Common Stock as of any determination date, an amount per share
   equal to (i) the average of the last sale prices of shares of Common
   Stock on the 20 consecutive trading days ending on such date or, if no
   such sales take place on one or more dates within such period, the
   average of the closing bid and asked prices thereof on such dates
   within such period, in each case as officially reported on the
   principal national securities exchange on which the Common Stock is
   then listed or admitted to trading, or (ii) if no shares of Common
   Stock are then listed or admitted to trading on any national
   securities exchange, the average of the last sale prices of shares of
   Common Stock on the 20 consecutive trading days ending on such date,
   or, if no such sales take place on one or more days within such
   period, the average of the reported closing bid and asked prices
   thereof on such dates within such period, as quoted on the Nasdaq
   National Market or the Nasdaq SmallCap Market, or (iii) if no shares
   of Common Stock are then quoted on the Nasdaq National Market or
   Nasdaq SmallCap Market, the average of the last sale prices of shares
   of Common Stock on the 20 consecutive trading days ending on such
   date, or, if no such sales take place on one or more days within such
   period, the average of the reported closing bid and asked prices
   thereof on such dates during such period, as quoted on the OTC
   Bulletin Board or any similar successor organization.  Notwithstanding
   the foregoing, in the event that, on the date of their issuance,
   shares of Common Stock shall be offered for sale to the public in
   connection with an underwritten public offering registered under the
   Securities Act of 1933, as amended, the Fair Market Value on such date
   of issuance shall be deemed to be the price at which such shares are
   initially sold to the public.

             "Guaranty Obligation" shall mean any direct or indirect
   liability of the Corporation or any of its Subsidiaries with respect
   to any Indebtedness, lease, dividend, letter of credit or other
   obligation (the "primary obligations") of another Person (the "primary
   obligor"), including any obligation of that Person, whether or not
   contingent, (a) to purchase, repurchase or otherwise acquire such
   primary obligations or any property constituting direct or indirect
   security therefor, (b) to advance or provide funds (i) for the payment
   or discharge of any such primary obligation or (ii) to maintain
   working capital or equity capital of the primary obligor or otherwise
   to maintain the net worth or solvency or any balance sheet item, level
   of income or financial condition of the primary obligor, (c) to
   purchase property, securities or services primarily for the purpose of
   assuring the beneficiary of any such primary obligation of the ability
   of the primary obligor to make payment of such primary obligation, or
   (d) otherwise to assure or hold harmless the holder of any such
   primary obligation against loss in respect thereof.  The amount of any
   Guaranty Obligation shall be deemed equal to the stated or
   determinable amount of the primary obligation in respect of which such
   Guaranty Obligation is made or, if not stated or if indeterminable,
   the maximum liability in respect of such obligation.


                                     G-3







             "Indebtedness" shall mean, without duplication, obligations
   of the Corporation or any of its Subsidiaries (a) evidenced by notes,
   bonds, debentures or other similar instruments and other obligations
   of the Corporation or its Subsidiaries for borrowed money, (b) for the
   deferred purchase price of property or services (including obligations
   under letters of credit and other credit facilities which secure or
   finance such purchase price), (c) under conditional sale or other
   title retention agreements with respect to property acquired by the
   Corporation or its Subsidiaries (to the extent of the value of such
   property if the rights and remedies of the seller or the lender under
   such agreement in the event of default are limited solely to
   repossession or sale of such property), (d) as lessee under or with
   respect to capital leases, (e) under letters of credit (including
   standby and commercial letters of credit), banker's acceptances, bank
   guaranties, surety bonds and similar instruments, and (f) under any
   swap, cap, collar, hedge forward, future or derivative transaction or
   option or similar agreement; Indebtedness shall also include any
   Guaranty Obligations with respect to the obligations of other Persons
   of the types described in clauses (a) - (f) of this definition.

             "Investment" means (a) any loan or advance of funds by the
   Corporation or any of its Subsidiaries to any other Person (other than
   advances to employees of the Corporation or such Subsidiary for moving
   and travel expenses and similar expenses in the ordinary course of
   business), or (b) any purchase or other acquisition of equity
   securities or indebtedness of such Person or capital contribution or
   other investment in such Person.

             "Manufacturing Subsidiary" shall mean ReNewable Products,
   Inc., a Delaware corporation and, as of the Closing Date, a wholly-
   owned subsidiary of the Corporation.

             "Merger Agreement" shall mean the Agreement and Plan of
   Merger, dated as of June 17, 2005, among the Corporation, EarthShell
   Triangle, Inc., a Delaware corporation and wholly-owned subsidiary of
   the Corporation, the Manufacturing Subsidiary, and ReNewable Products
   LLC, a Delaware limited liability company and sole stockholder of the
   Manufacturing Subsidiary.

             "Person"  shall mean an individual, partnership, joint
   venture, corporation, trust, limited liability company, unincorporated
   organization or any similar entity.

             "Subsidiary" shall mean (a) any corporation of which more
   than 50% of the issued and outstanding equity securities having
   ordinary voting power to elect a majority of the board of directors of
   such corporation (irrespective of whether at the time capital stock of
   any other class or classes of such corporation shall or might have
   voting power upon the occurrence of any contingency) is at the time
   directly or indirectly owned or controlled by the Corporation, (b) any
   partnership, joint venture, limited liability company or other
   association of which at least 50% of the equity interest having the

                                     G-4







   power to vote, direct or control the management of such partnership,
   joint venture or other association is at the time owned and controlled
   by the Corporation, or (c) any other Person included in the financial
   statements of the Corporation on a consolidated basis.

             (b)  RIGHT TO VOTE WITH THE COMMON STOCK.  Except as set
   forth herein or as otherwise required by law (including, without
   limitation, the provisions of Section 242(b)(2) of the Delaware
   General Corporation Law), the holders of record of the outstanding
   shares of Series C Preferred Stock (i) shall be entitled to vote as
   one class with the holders of the Common Stock on all matters brought
   before the stockholders of the Corporation, including but not limited
   to the election of directors, and (ii) shall have, in voting on such
   matters, for each share of Series C Preferred Stock one vote for each
   share of Common Stock into which such share of Series C Preferred
   Stock could then be converted.  Each holder of Series C Preferred
   Stock shall be entitled to receive written notice of all meetings of
   the holders of the Common Stock and copies of all materials furnished
   to such holders in connection with such meetings.

             (c)  RIGHT TO VOTE AS A SEPARATE CLASS.  So long as at least
   four million (4,000,000) shares of Series C Preferred Stock remain
   outstanding, the Corporation shall not take any of the following
   actions without the prior approval of the holders of a majority of the
   then outstanding shares of Series C Preferred Stock, voting as a
   single class.

                  (i)  issue, or permit any of its Subsidiaries to issue,
        any additional shares of capital stock or other equity interests
        at less than Fair Market Value (in the case of Common Stock) or
        their fair market value (in the case of other classes of capital
        stock or other equity interests) on the date of issuance,
        provided that the approval of the holders of the Series C
        Preferred Stock shall not be required for the issuance by the
        Corporation of shares of Common Stock (A) pursuant to the Standby
        Equity Distribution Agreement dated as of March 23, 2005 between
        Cornell Capital Partners, LP and the Corporation (the "Cornell
        Agreement"), notwithstanding that the price at which such shares
        are issued, as determined under the Cornell Agreement, may be
        less than Fair Market Value, or (B) upon exercise of stock
        options, warrants or other convertible securities disclosed in
        Section 5(d) of the Disclosure Schedule delivered pursuant to the
        Merger Agreement, as in effect as of the date of the Merger
        Agreement.;

                  (ii) redeem or repurchase, or permit any of its
        Subsidiaries to redeem or repurchase, any shares of capital stock
        of the Corporation or any of its Subsidiaries;

                  (iii) merge or consolidate with, or permit any of its
        Subsidiaries (other than the Manufacturing Subsidiary) to merge
        or consolidate with, any other Person other than the Corporation

                                     G-5







        or another wholly-owned direct or indirect Subsidiary of the
        Corporation, or permit the Manufacturing Subsidiary to merge or
        consolidate with any other Person;

                  (iv) sell, lease or otherwise dispose of more than 5%
        of the consolidated assets of the Corporation (computed either on
        the basis of book value, as determined in accordance with
        generally accepted accounting principles consistently applied, or
        fair market value) in any transaction or series of related
        transactions outside of the ordinary course of the Corporation's
        business consistent with past practice;

                  (v)  sell, pledge, or otherwise transfer to any Person
        any of the outstanding capital stock of, or equity interests in,
        any Subsidiary, including but not limited to the Manufacturing
        Subsidiary, or sell, pledge, lease or dispose of any of the
        assets of the Manufacturing Subsidiary other than in the ordinary
        course of the Manufacturing Subsidiary's business;

                  (vi) engage, either directly or through any Subsidiary,
        in any business other than the business in which the Corporation
        and its Subsidiaries are engaged on the Closing Date or a
        business reasonably related thereto or modify, in any material
        respect, the business model adopted by the Corporation for
        engaging in such business, as described in the Corporation's most
        recent Annual Report on Form 10-K filed with the Securities and
        Exchange Commission prior to the Closing Date;

                  (vii) enter into, or permit any of its Subsidiaries to
        enter into, any Contractual Obligation with an Affiliate (other
        than the Corporation or another wholly-owned direct or indirect
        Subsidiary of the Corporation) or engage, or permit any of its
        Subsidiaries to engage, in any other transaction with an
        Affiliate (other than the Corporation or another wholly-owned
        direct or indirect Subsidiary of the Corporation) except for the
        following:

                  Amended and Restated License Agreement by and between
        the Corporation and E. Khashoggi Industries LLC ("EKI"), dated
        July 29, 2002 (the "License Agreement");

                  License & Information Transfer Agreement by and among
        bio-tec Biologische Naturverpackungen GmbH & Co. KG and bio-tec
        Biologische Naturverpackungen Forschungs und Entwicklungs GmbH, a
        wholly owned subsidiary of EKI, dated July 29, 2002 (the "Biotec
        Agreement")

                  Loan Conversion Agreement by and among the Corporation,
        EKI and Essam Khashoggi, dated as of July 16, 2004.




                                     G-6







                  Agreement by and between the Corporation and EKI for
        the sale of non-essential office furniture and machine shop
        equipment, dated as of May, 2004.

                  Agreement by and between the Corporation and EKI to
        share support services of an executive assistant, dated as of
        September, 2004.

                  Unwritten Sublease Agreement by and between the
        Corporation and EKI for the sublet of office space by the
        Company, as of November, 2004.

                  Agreements by and between the Corporation and various
        officers of the Company for short-term unsecured interest bearing
        loans, various dates.

                  Conversion Agreement by and between the Company and
        EKI, dated as of May, 2005.

                  Amended and Restated Patent Agreement for the
        Allocation of Patent Costs by and between the Corporation and
        EKI, dated as of October 1, 1997, as amended;

                  (viii) amend, or permit any of its Subsidiaries to
        amend, the terms of any Contractual Obligation between the
        Corporation and any of its Affiliates (other than another wholly-
        owned direct or indirect Subsidiary of the Corporation) or
        between such Subsidiary and any of its Affiliates (other than the
        Corporation or another wholly-owned direct or indirect Subsidiary
        of the Corporation) as in effect on the Closing Date;

                  (ix) create, issue incur, borrow, assume, or permit to
        exist Indebtedness, or in any other manner become liable with
        respect to any Indebtedness in an aggregate amount that exceeds,
        at any time, $500,000;

                  (x)  amend the Certificate of Incorporation or the by-
        laws of the Corporation or of the Manufacturing Subsidiary,
        except to increase or decrease the number of directors;

                  (xi) enter into or amend, or permit any Subsidiary to
        enter into or amend, any material contract with any other Person,
        other than (A) license agreements entered into in the ordinary
        course of the Corporation's business, and (B) customer, supply
        and services agreements entered into in the ordinary course of
        the Manufacturing Subsidiary's proposed business, provided that
        the approval of the holders of the Series C Preferred Stock shall
        not be required for the amendment of any existing agreement
        between the Corporation and Cornell Capital Partners, LP relating
        to Indebtedness of the Corporation, as long as such amendment
        does not result in an increase in the amount of Indebtedness for
        which the Corporation or any Subsidiary is liable;

                                     G-7







                  (xii) make, or permit any Subsidiary to make, any
        Investment in any Person, other than a Person that is a wholly-
        owned direct or indirect Subsidiary of the Corporation
        immediately prior to such Investment;

                  (xiii) make any assignment for the benefit of the
        creditors of the Corporation or any of its Subsidiaries; admit in
        writing the inability of the Corporation or any of its
        Subsidiaries to pay its debts generally as they become due;
        petition or apply to any tribunal for the appointment of a
        custodian, trustee, receiver or liquidator of the Corporation or
        any of its Subsidiaries of any substantial part of their assets;
        commence any proceeding relating to the Corporation or any of its
        Subsidiaries under any bankruptcy reorganization, insolvency,
        readjustment of debt, dissolution or liquidation law of any
        jurisdiction or, if such petition or application is filed, or any
        such proceeding is commenced, against the Corporation or any of
        its Subsidiaries, or take any action to indicate its approval of,
        consent to, or acquiescence in such petition, application or
        proceeding; or

                  (xiv) settle any litigation or other proceeding against
        the Corporation or any of its Subsidiaries for cash or property
        with an aggregate fair market value that exceeds $1,200,000, with
        no single lawsuit settlement amount to exceed $500,000, provided
        that the approval of the holders of the Series C Preferred Stock
        shall not be required for the settlement of litigation or any
        other proceeding that may arise under any existing agreement
        between the Corporation and Cornell Capital Partners, LP.

        6.   FUTURE STOCK ISSUANCES.  At least ten days prior to issuing
   any additional shares of capital stock of, or other equity interests
   in, the Corporation, the Corporation shall notify each holder of
   Series C Preferred Stock in writing of the number or amount of
   securities proposed to be issued, the consideration proposed to be
   received for such securities and the proposed date of issuance, and
   shall furnish each such holder with copies of all relevant agreements,
   securities and other documentation relating to the proposed issuance.
   The provisions of this Section 6 shall not apply to the issuance of
   shares of Common Stock pursuant to the Cornell Agreement or upon
   exercise of stock options, warrants or other convertible securities
   disclosed in Section 5(d) of the Disclosure Schedule delivered
   pursuant to the Merger Agreement, as long as such issuance is in
   accordance with the terms and conditions of the Cornell Agreement or
   such stock options, warrants or other convertible securities, as the
   case may be, as in effect as of the date of the Merger Agreement.

        7.   BOARD OBSERVER RIGHTS.  The Corporation shall (a) permit a
   single representative designated by the holders of a majority of the
   Series C Preferred Stock (the "Board Observer") to attend all meetings
   (including meetings by telephone or video conference) of the board of
   directors of the Corporation and its Subsidiaries and each committee

                                     G-8







   of the board of directors of the Corporation and its Subsidiaries in a
   non-voting observer capacity, (b) provide the Board Observer with
   notice of all such meetings at the same time and in the same manner as
   notice is given to the members of such board of directors, and (c)
   furnish the Board Observer with copies of all notices, minutes,
   consents and other materials that the Corporation or its Subsidiary
   provides to its directors at or prior to such meetings.  The holders
   of a majority of the Series C Preferred Stock shall provide the
   Corporation with written notice of the name and address of, and other
   contact information for, the Person so designated to serve as the
   Board Observer and may change such Person, or substitute another
   Person for such Person, from time to time, upon written notice to the
   Corporation.

        8.   CONVERSION.

             (a)  RIGHT TO CONVERT.  Each share of Series C Preferred
   Stock shall be convertible into one share of fully paid and
   nonassessable Common Stock, subject to adjustment from time to time in
   accordance with Section 8(e), (i) at the option of the holder thereof,
   at any time after the date of issuance, and (ii) at the option of the
   Corporation, at any time after the second anniversary of the Closing
   Date, upon written notice to the holders thereof of mandatory
   conversion of such shares, in each case in accordance with Section
   8(b).  The number of shares of Common Stock into which each share of
   Series C Preferred Stock may be converted, as so adjusted, is referred
   to in this Section 8 as the "Conversion Rate."

             (b)  CONVERSION PROCEDURES.

                  (i)  CONVERSION BY THE HOLDER.  Any holder of shares of
        Series C Preferred Stock electing to convert such shares into
        Common Stock shall give five days notice to the Corporation, and
        shall surrender the certificate or certificates therefor at the
        principal office of the Corporation or its transfer agent (or, if
        such conversion shall be in connection with an underwritten
        public offering of shares of Common Stock, at the location at
        which the underwriters shall have agreed to accept delivery
        thereof), accompanied by such form of notice of conversion as may
        be prescribed by the Corporation or its transfer agent.  The
        Corporation shall (or shall cause its transfer agent to) as soon
        as practicable thereafter issue and deliver at such office to
        such holder of shares of Series C Preferred Stock, or to the
        nominee or nominees of such holder, a certificate or certificates
        for the number of shares of Common Stock to which such holder
        shall be entitled.  Such conversion shall be deemed to have been
        made immediately prior to the close of business on the date of
        such surrender of the certificate or certificates evidencing the
        shares of Series C Preferred Stock to be converted.  The Person
        or Persons entitled to receive the shares of Common Stock and/or
        other securities or assets, as applicable, issuable upon such
        conversion shall be treated for all purposes as the record holder

                                     G-9







        or holders of such shares of Common Stock and/or other securities
        or assets as of such date.  Notwithstanding the foregoing, if the
        conversion of all or any portion of a holder's shares of Series C
        Preferred Stock is being made in connection with (i) a proposed
        public offering of any Common Stock, (ii) a proposed Transaction
        (as defined in Section 10), or (iii) a proposed sale or transfer
        of outstanding shares of Common Stock or any other securities of
        the Corporation (including a sale or transfer of Common Stock
        issuable upon the conversion of shares of Series C Preferred
        Stock), then, at the election of any holder of such shares, such
        conversion may be conditioned upon the consummation of such
        public offering, Transaction, sale or transfer, in which case
        such conversion shall be effective concurrently with the
        consummation of such public offering, Transaction, sale or
        transfer.

                  (ii) MANDATORY CONVERSION UPON WRITTEN NOTICE BY THE
        CORPORATION.  If, at any time following the second anniversary of
        the Closing Date, the Corporation desires to effect a mandatory
        conversion of all, but not less than all, of the outstanding
        Series C Preferred Stock, the Corporation shall give at least
        five days prior written notice to each holder of record of Series
        C Preferred Stock at such holder's post-office address as shown
        on the records of the Corporation, notifying such holder of the
        mandatory conversion of such shares into shares of Common Stock
        of the Corporation.  Such notice will specify the date fixed for
        such conversion (the "Mandatory Conversion Date"), the number of
        shares of Series C Preferred Stock to be converted into shares of
        Common Stock and the number of shares of Common Stock to be
        issued for each share of Series C Preferred Stock so converted,
        and shall instruct the holder to surrender to the principal
        office of the Corporation or its transfer agent, on the Mandatory
        Conversion Date, a certificate or certificates representing the
        shares of Series C Preferred Stock specified in such notice.  The
        Corporation will, as soon as practicable thereafter, deliver to
        each surrendering holder of Series C Preferred Stock, at his
        address as shown on the records of the Corporation, or to his
        written order, a certificate or certificates for the number of
        shares of Common Stock to which such holder shall be entitled.
        From and after the close of business on the Mandatory Conversion
        Date, the Series C Preferred Stock shall be deemed to be no
        longer outstanding, and the holders of such shares of Series C
        Preferred Stock shall be deemed to be the record holders of the
        number of shares of Common Stock into which such shares of Series
        C Preferred Stock have been converted.

             (c)  FRACTIONAL SHARES.  No fractional shares or scrip
   representing fractional shares of Common Stock shall be issued upon
   the conversion of the Series C Preferred Stock.  If more than one
   share of Series C Preferred Stock shall be surrendered for conversion
   at one time by the same holder, the number of full shares of Common
   Stock issuable upon the conversion thereof shall be computed on the

                                    G-10







   basis of the aggregate number of shares of Series C Preferred Stock
   surrendered.  In lieu of any fractional shares of Common Stock to
   which a holder would otherwise be entitled, the Corporation shall pay
   cash equal to such fraction multiplied by the Fair Market Value per
   share of Common Stock on the date of conversion.

             (d)  RESERVATION OF COMMON STOCK; STATUS OF ISSUED SHARES OF
   COMMON STOCK.  The Corporation shall reserve, and shall at all times
   have reserved, out of its authorized but unissued shares of Common
   Stock, solely for the purpose of effecting the conversion of the
   Series C Preferred Stock, enough shares of Common Stock to permit the
   conversion of the then outstanding shares of Series C Preferred Stock
   and shall list on, and keep such shares listed on, each securities
   exchange, if any, on which the Common Stock is listed.  All shares of
   Common Stock issued upon conversion of the Series C Preferred Stock
   will be, upon issuance, duly issued, fully paid and nonassessable and
   free from all taxes, liens, and charges with respect to the issuance
   thereof.
             (e)  ADJUSTMENTS OF THE CONVERSION RATE.  The Conversion
   Rate shall be subject to adjustment from time to time as follows:

                  (i)  Subject to the Corporation's compliance with the
        provisions of Section 5(c), in case the Corporation shall
        (A) issue Common Stock as a dividend or distribution on any class
        of the capital stock of the Corporation, (B) split or otherwise
        subdivide its outstanding Common Stock, (C) combine the
        outstanding Common Stock into a smaller number of shares, or
        (D) issue by reclassification of its Common Stock (except in the
        case of a Transaction) any shares of the capital stock of the
        Corporation, the Conversion Rate shall be adjusted so that the
        holder of each share of the Series C Preferred Stock shall
        thereafter be entitled to receive, upon the conversion of such
        share, the number of shares of Common Stock or other capital
        stock that it would have been entitled to receive immediately
        after the happening of any of the events listed in the preceding
        clauses (A), (B), (C) and (D), had such shares of the Series C
        Preferred Stock been converted immediately prior to the close of
        business on the record date or effective date of such event, as
        applicable.  The adjustments herein provided shall become
        effective immediately following the record date for any such
        stock dividend or the effective date of any such other events.

                  (ii) Subject to the Corporation's compliance with the
        provisions of Section 5(c), in case of any reclassification or
        similar change of outstanding shares of Common Stock of the
        Corporation, or in case of the consolidation or merger of the
        Corporation with another corporation, or the conveyance of all or
        substantially all of the assets of the Corporation in a
        transaction in which holders of the Common Stock receive shares
        of stock or other property, including cash, each share of Series
        C Preferred Stock shall, after such event and subject to the
        other rights of the Series C Preferred Stock as set forth

                                    G-11







        elsewhere herein, be convertible only into the number of shares
        of stock or other securities or property, including cash, to
        which a holder of the number of shares of Common Stock of the
        Corporation deliverable upon conversion of such shares of the
        Series C Preferred Stock would have been entitled upon such
        reclassification, change, consolidation, merger or conveyance,
        had such shares of Series C Preferred Stock been converted
        immediately prior to the effective date of such event.

                  (iii) In case any shares of Common Stock of the
        Corporation shall be issued upon conversion of shares of the
        Corporation's Series B Preferred Stock, the Conversion Rate shall
        be adjusted, with retroactive effect to the Closing Date, by
        multiplying the Conversion Rate in effect immediately prior to
        such issuance by a fraction, the numerator of which shall be the
        number of shares of Common Stock of the Corporation outstanding
        immediately following such issuance, and the denominator of which
        shall be the number of shares of Common Stock of the Corporation
        outstanding immediately prior to such issuance.  Such adjustment
        shall be made successively each time any event described in this
        Section 8(e)(iii) shall occur.

                  (iv) In the event that, notwithstanding the
        Corporation's representations, warranties and covenants in the
        Merger Agreement, the number of shares of outstanding Common
        Stock, on a fully diluted basis (assuming the exercise of all
        outstanding options, warrants and other rights, regardless of
        exercise price, and conversion of all convertible securities), as
        of the Closing Date exceeded 24,556,184 shares, the Conversion
        Rate shall be adjusted, with retroactive effect to the Closing
        Date, so that the aggregate number of shares of Common Stock
        issuable upon the conversion of all of the Series C Preferred
        Stock issued on the Closing Date shall equal 24.6% of the number
        of shares of Common Stock outstanding, on a fully diluted basis,
        on the Closing Date (after giving effect to the conversion of all
        of the shares of Series C Preferred Stock issued and outstanding
        as of the Closing Date).

                  (iv) The holders of a majority of the outstanding
        Series C Preferred Stock shall have the right to require the
        Corporation to adjust the Conversion Rate, as a condition to
        their approval of any matter subject to their prior approval
        under Section 5(c), in which event such adjustment (other than an
        adjustment of the kind provided for in Section 8(e)(i), (ii),
        (iii) and (iv)) shall be reflected as an amendment to this
        Certificate of Designation.

                  (v)  After each adjustment of the Conversion Rate under
        Section 8(e)(i),(ii), (iii) and (iv), the Corporation shall
        promptly prepare a certificate signed by its Chief Executive
        Officer and a Secretary or Assistant Secretary of the
        Corporation, setting forth the Conversion Rate as so adjusted,

                                    G-12







        the number of shares of Common Stock or other securities into
        which the Series C Preferred Stock shall be convertible, and a
        statement of the facts upon which such adjustment is based, and
        the Corporation shall cause a copy of such statement to be sent
        to each holder of record of Series C Preferred Stock at such
        holder's post-office address as shown on the records of the
        Corporation.

             (f)  NO AVOIDANCE.  The Corporation shall not, by amendment
   of its Certificate of Incorporation or through any reorganization,
   recapitalization, transfer of assets, consolidation, merger,
   dissolution, issuance or sale of securities or any other voluntary
   action, avoid or seek to avoid the observance or performance of any of
   the terms to be observed or performed hereunder by the Corporation,
   but will at all times in good faith assist in the carrying out of all
   the provisions of this Section 8 and in the taking of all such action
   as may be necessary or appropriate in order to protect the conversion
   rights of the holders of the Series C Preferred Stock against
   impairment, whether or not such action has been approved by the
   holders of the Series C Preferred Stock pursuant to Section 5(c).

        9.   STATUS OF CONVERTED OR REACQUIRED SHARES.  Shares of Series
   C Preferred Stock that are converted into Common Stock or repurchased
   or otherwise acquired by the Corporation shall be retired and may not
   be reissued as shares of Series C Preferred Stock but shall thereafter
   have the status of authorized but unissued shares of Preferred Stock,
   without designation as to series, until such shares are once more
   designated as part of a particular series of Preferred Stock.

        10.  MERGER, CONSOLIDATION, ETC.  Subject to the provisions of
   Section 5(c), in case of any (i) consolidation or merger of the
   Corporation with or into another corporation (other than a merger with
   a Subsidiary in which the Corporation is the continuing or surviving
   corporation and that does not result in any reclassification, capital
   reorganization or other change of the outstanding shares of Common
   Stock issuable upon conversion of the Series C Preferred Stock), (ii)
   sale, lease or conveyance of all or substantially all of the
   consolidated assets of the Corporation, (iii) tender offer for the
   Common Stock, (iv) voluntary or involuntary liquidation, dissolution
   or winding up of the Corporation, or (v) other transaction effected in
   such a way that holders of Common Stock shall be entitled to receive
   stock, securities or assets (including cash) upon conversion of or in
   exchange for Common Stock (each of the foregoing transactions
   described in clauses (i) through (v) being referred to herein as a
   "Transaction"), then the Corporation shall, as a condition precedent
   to such Transaction, cause effective provisions to be made so that (A)
   each holder of shares of Series C Preferred Stock shall have the right
   thereafter to receive the consideration, including the kind and amount
   of shares of stock and other securities and property receivable in
   such Transaction, which such holder would have received upon
   consummation of such Transaction had such holder converted its shares
   of Series C Preferred Stock immediately prior to the effective time of

                                    G-13







   such Transaction, and (B) the successor or acquiring entity shall
   expressly assume the due and punctual observance and performance of
   each covenant and condition of this Certificate of Designation to be
   performed and observed by the Corporation and all obligations and
   liabilities hereunder.  Any such provision shall include provision for
   adjustments which shall be as nearly equivalent as possible to the
   adjustments provided for in Section 8(e).  The foregoing provisions of
   this Section 10 shall similarly apply to successive Transactions.













































                                    G-14







        IN WITNESS WHEREOF, EarthShell Corporation has caused this
   certificate to be executed and attested by the undersigned this 17th
   day of June, 2005.



                                      /s/ Simon K. Hodson
                                      _________________________________
                                      Name:  Simon K. Hodson
                                      Title:  CEO


                                      /s/ Scott Houston
                                      _________________________________
                                      Name:  Scott Houston
                                      Title:  CFO

   ATTEST:



   /s/ Jessica Stovall
   _____________________________
   Name:  Jessica Stovall
   Title:  Admin































                                    G-15
