                           CERTIFICATE OF DESIGNATION
                                     OF THE
                      SERIES B CONVERTIBLE PREFERRED STOCK
                           (Par Value $0.01 Per Share)

                                       OF

                             EARTHSHELL CORPORATION

--------------------------------------------------------------------------------

      The undersigned,  a duly authorized officer of EARTHSHELL  CORPORATION,  a
Delaware  corporation  (the  "Company"),  in accordance  with the  provisions of
Section 151 of Delaware  General  Corporation  Law, DOES HEREBY CERTIFY that the
following  resolution  was duly  adopted by the Board of  Directors by unanimous
written consent pursuant to Section 151 of Delaware  General  Corporation Law on
May 18, 2005:

      RESOLVED,  that the Board has determined  that it is in the best interests
of the Company to provide for the  designation  and issuance of certain Series B
Convertible  Preferred  Stock,  par  value of $0.01  per  share  (the  "Series B
Preferred Stock"),  to consist of One Hundred (100) shares, and hereby fixes the
powers,  designations,  preferences, and relative,  participating,  optional and
other special rights of the shares of such Series B Preferred Stock, as follows:

      RESOLVED,  that the Series B  Preferred  Stock  shall  have the  following
powers,  designations,  preferences  and relative,  participating,  optional and
other special rights.

                                    SECTION 1

                              DESIGNATION AND RANK

      1.1.  Designation.  This  resolution  shall provide for a single series of
Preferred  Stock,  the  designation  of which  shall be  "Series  B  Convertible
Preferred  Stock",  par value $0.01 per share.  The number of authorized  shares
constituting  the Series B Preferred  Stock is 100. The Series B Preferred Stock
will have a liquidation preference as determined in Section 3.1 below.

      1.2. Rank.  With respect to the  distribution of the assets of the Company
upon  liquidation,  the Series B  Preferred  Stock shall be senior to the common
stock of the Company, par value $0.01 per share (the "Common Stock"), and junior
to all other series of preferred stock.

                                    SECTION 2

                                 DIVIDEND RIGHTS

      2.1.  Dividends or Distributions.  The holders of Series B Preferred Stock
shall not be entitled to dividends or distributions.


<PAGE>

                                    SECTION 3

                               LIQUIDATION RIGHTS

      3.1. Liquidation Preference. Upon any liquidation, dissolution, or winding
up  of  the  Company,   whether  voluntary  or  involuntary   (collectively,   a
"Liquidation"),  before any  distribution or payment shall be made to any of the
holders of Common  Stock,  the  holders  of Series B  Preferred  Stock  shall be
entitled to receive out of the assets of the  Company,  whether  such assets are
capital,  surplus or  earnings,  an amount  equal to $0.01 per share of Series B
Preferred Stock for each share of Series B Preferred Stock held by them.

                                    SECTION 4

                                CONVERSION RIGHTS

      4.1.  Conversion.  Each  share  of  Series  B  Preferred  Stock  shall  be
convertible (the "Conversion  Rights"),  at the option of the holder thereof, at
any time upon an Event of  Default  (as such term is  defined  in those  certain
Promissory  Notes  dated May 26,  2005 and March 23,  2005 and issued to Cornell
Capital Partners,  collectively  referred to as the "Notes"),  into Thirty Three
Thousand  Three  Hundred  Thirty  Three  (33,333)   shares  of  fully  paid  and
non-assessable Common Stock.

      4.2. Procedures for Conversion.

            (a) In order to  exercise  conversion  rights  pursuant  to  Section
4.1(a) above,  the holder of the Series B Preferred  Stock to be converted shall
deliver an irrevocable  written notice of such exercise to the transfer agent of
the Company (the "Transfer Agent"),  pursuant to the Irrevocable  Transfer Agent
Instructions of even date herewith (the "Intructions"). The holder of any shares
of  Series B  Preferred  Stock  shall,  upon  any  conversion  of such  Series B
Preferred  Stock in  accordance  with this  Section  4,  surrender  certificates
representing  the Series B Preferred  Stock to Transfer  Agent,  pursuant to the
Instructions,  and  specify  the name or names in which such  holder  wishes the
certificate or certificates for shares of Common Stock to be issued. As promptly
as practicable,  the Transfer Agent shall deliver certificates  representing the
number of validly issued, fully paid and nonassessable shares of Common Stock to
which the holder of the Series B Preferred Stock so converted shall be entitled.
Such  conversion,  to the extent  permitted by law, shall be deemed to have been
effected  as of the date of  receipt  by the  Transfer  Agent of any  notice  of
conversion  pursuant to Section 4.1(a) above.  Upon  conversion of any shares of
Series B Preferred Stock, such shares shall cease to constitute shares of Series
B Preferred  Stock and shall  represent only a right to receive shares of common
stock into which they have been converted.

            (b) The Company shall at all times reserve and keep available out of
its  authorized  Common  Stock the full number of shares of Common  Stock of the
Company  issuable  upon the  conversion  of all  outstanding  shares of Series B
Preferred Stock. In the event that the Company does not have a sufficient number
of shares of authorized but unissued  Common Stock necessary to satisfy the full
conversion  of the shares of Series B Preferred  Stock,  then the Company  shall
call and hold a meeting of the  shareholders  within 30 days of such  occurrence
for the sole purpose of  increasing  the number of  authorized  shares of Common
Stock.  The Company's  Board of Directors shall recommend to shareholders a vote
in favor of such  proposal  and shall vote all shares held by them,  in proxy or
otherwise,  in favor of such proposal.  This remedy is not intended to limit the
remedies  available  to the  holders of the  Series B  Preferred  Stock,  but is
intended to be in addition to any other remedies, whether in contract, at law or
in equity.


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<PAGE>

                                    SECTION 5

                                NO VOTING RIGHTS

      5.1.  General.  The  Series B  Preferred  Stock  shall not have any voting
rights, except as required under Delaware law.

                                    SECTION 6

                                REDEMPTION RIGHTS

      6.1.  After  full  repayment  of the  Notes,  the  Company  shall have the
absolute right to redeem  (unless  otherwise  prevented by law) any  outstanding
shares of Series B  Preferred  Stock at an amount  equal to $0.01 per share (the
"Redemption  Price").  The Company shall  consummate  the redemption and pay the
Redemption Price within 20 days of the date of such notice. The Redemption Price
shall be paid in immediately available funds.

                                    SECTION 7

                                  MISCELLANEOUS

      7.1. Headings of Subdivisions. The headings of the various Sections hereof
are for convenience of reference only and shall not affect the interpretation of
any of the provisions hereof.

      7.2. Severability of Provisions. If any right, preference or limitation of
the Series B Preferred Stock set forth herein (as this resolution may be amended
from time to time) is invalid, unlawful or incapable of being enforced by reason
of any  rule  of  law or  public  policy,  all  other  rights,  preferences  and
limitations  set forth in this  resolution  (as so  amended)  which can be given
effect  without the invalid,  unlawful or  unenforceable  right,  preference  or
limitation shall,  nevertheless,  remain in full force and effect, and no right,
preference or  limitation  herein set forth shall be deemed  dependent  upon any
other such right, preference or limitation unless so expressed herein.


                                     - 3 -
<PAGE>

      IN WITNESS WHEREOF, the Company has caused this Certificate of Designation
to be  signed,  under  penalties  of  perjury,  by D. Scott  Houston,  its Chief
Financial Officer.

Dated:  May 18, 2005                   EARTHSHELL CORPORATION

                                       By: /s/ D. Scott Houston
                                           -------------------------------
                                           D. Scott Houston
                                           Chief Financial Officer


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