<SUBMISSION>
<ACCESSION-NUMBER>0000895813-07-000009
<TYPE>SC 13D/A
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20070122
<DATE-OF-FILING-DATE-CHANGE>20070119
<GROUP-MEMBERS>JAMES A. COOPER
<GROUP-MEMBERS>PETER S. FINLEY
<GROUP-MEMBERS>RENEWABLE PRODUCTS LLC
<GROUP-MEMBERS>THOMPSON STREET CAPITAL GP LLC
<GROUP-MEMBERS>THOMPSON STREET CAPITAL PARTNERS, L.P.
<GROUP-MEMBERS>TSCP MACHINERY & PROCESSING GROUP, LLC
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>EARTHSHELL CORP
<CIK>0000911801
<ASSIGNED-SIC>2650
<IRS-NUMBER>770322379
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
<ACT>34
<FILE-NUMBER>005-58505
<FILM-NUMBER>07541831
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>3916 STATE STREET
<STREET2>SUITE 110
<CITY>SANTA BARBARA
<STATE>CA
<ZIP>93105
<PHONE>805.563.7590
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>3916 STATE STREET
<STREET2>SUITE 110
<CITY>SANTA BARBARA
<STATE>CA
<ZIP>93105
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>EARTHSHELL CONTAINER CORP
<DATE-CHANGED>19960521
</FORMER-COMPANY>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>ReNewable Products LLC
<CIK>0001331274
<IRS-NUMBER>202042611
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>100 SOUTH BRENTWOOD BOULEVARD
<STREET2>SUITE 200
<CITY>ST. LOUIS
<STATE>MO
<ZIP>63105-1691
<PHONE>(314) 727-2112
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>100 SOUTH BRENTWOOD BOULEVARD
<STREET2>SUITE 200
<CITY>ST. LOUIS
<STATE>MO
<ZIP>63105-1691
</MAIL-ADDRESS>
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<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>x11013da.txt
<TEXT>



                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                SCHEDULE 13D
                  Under the Securities Exchange Act of 1934
                              (Amendment No. 3)


                           EarthShell Corporation
   ----------------------------------------------------------------------
                              (Name of Issuer)

                   Common Stock, Par Value $.01 Per Share
   ----------------------------------------------------------------------
                       (Title of Class of Securities)

                                  27032B209
   ----------------------------------------------------------------------
                               (CUSIP Number)

                                                 With a copy to:
            James A. Cooper                       Roger R. Wilen
     100 South Brentwood Boulevard              Schiff Hardin LLP
               Suite 200                         6600 Sears Tower
    St. Louis, Missouri  63105-1691             Chicago, IL  60606
             (314) 727-2232                       (312) 258-5810
   ----------------------------------------------------------------------
         (Name, Address and Telephone Number of Person Authorized to
                     Receive Notices and Communications)

                               January 9, 2007
   ----------------------------------------------------------------------
           (Date of Event which Requires Filing of this Statement)

   If the filing person has previously filed a statement on Schedule 13G
   to report the acquisition that is the subject of this Schedule 13D,
   and is filing this schedule because of Sections 240.13d-1(e),
   240.13d-1(f) or 240.13d-1(g), check the following box.  /_/

   NOTE: Schedules filed in paper format shall include a signed original
   and five copies of the schedule, including all exhibits. See Section
   240.13d-7 for other parties to whom copies are to be sent.

   * The remainder of this cover page shall be filled out for a reporting
   person's initial filing on this form with respect to the subject class
   of securities, and for any subsequent amendment containing information
   which would alter disclosures provided in a prior cover page.

   The information required on the remainder of this cover page shall not
   be deemed to be "filed" for the purpose of Section 18 of the
   Securities Exchange Act of 1934 ("Act") or otherwise subject to the
   liabilities of that section of the Act but shall be subject to all
   other provisions of the Act (however, see the Notes).

        PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION
        CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS
        THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.



    CUSIP No. 27032B209

         1.   Names of Reporting Persons.   ReNewable Products, LLC
              I.R.S. Identification Nos. of above persons (entities only)
              20-2042611

         2.   Check the Appropriate Box if a Member of a Group (See
              Instructions)

              (a)  /_/

              (b)  /X/

         3.   SEC Use Only

         4.   Source of Funds (See Instructions)      OO

         5.   Check if Disclosure of Legal Proceedings Is Required
              Pursuant to Items 2(d) or 2(e)                           /_/

         6.   Citizenship or Place of Organization    Delaware


    Number of           7.   Sole Voting Power                           0
    Shares
    Beneficially        8.   Shared Voting Power                   273,504
    Owned by each
    Reporting Person    9.   Sole Dispositive Power                      0
    With
                        10.  Shared Dispositive Power              273,504

         11.  Aggregate Amount Beneficially Owned by Each
              Reporting Person                                     273,504

         12.  Check if the Aggregate Amount in Row (11)
              Excludes Certain Shares (See Instructions)               /X/

         13.  Percent of Class Represented by Amount in
              Row (11)                                               1.37%

         14.  Type of Reporting Person (See Instructions)
              OO














   CUSIP No.27032B209

        1.   Names of Reporting Persons    TSCP Machinery & Processing
                                           Group, LLC
             I.R.S. Identification Nos. of above persons (entities only)

        2.   Check the Appropriate Box if a Member of a Group (See
             Instructions)

             (a)  /_/

             (b)  /X/

        3.   SEC Use Only

        4.   Source of Funds (See Instructions)           OO

        5.   Check if Disclosure of Legal Proceedings Is Required
             Pursuant to Items 2(d) or 2(e)                            /_/

        6.   Citizenship or Place of Organization    Delaware


   Number of        7.   Sole Voting Power                               0
   Shares
   Beneficially     8.   Shared Voting Power                       273,504
   Owned by each
   Reporting        9.   Sole Dispositive Power                          0
   Person With
                    10.  Shared Dispositive Power                  273,504

        11.  Aggregate Amount Beneficially Owned by
             Each Reporting Person                                 273,504

        12.  Check if the Aggregate Amount in Row (11)
             Excludes Certain Shares (See Instructions)                /X/

        13.  Percent of Class Represented by Amount in
             Row (11)                                                1.37%

        14.  Type of Reporting Person (See Instructions)
             OO












   CUSIP No. 27032B209

        1.   Names of Reporting Persons.   Thompson Street Capital
                                           Partners, L.P.
             I.R.S. Identification Nos. of above persons (entities only)
             11-3568473

        2.   Check the Appropriate Box if a Member of a Group (See
             Instructions)

             (a)  /_/

             (b)  /X/

        3.   SEC Use Only

        4.   Source of Funds (See Instructions)           OO

        5.   Check if Disclosure of Legal Proceedings Is Required Pursuant
             to Items 2(d) or 2(e)                                     /_/

   6.   Citizenship or Place of Organization    Delaware


   Number of        7.   Sole Voting Power                               0
   Shares
   Beneficially     8.   Shared Voting Power                       273,504
   Owned by each
   Reporting        9.   Sole Dispositive Power                          0
   Person With
                    10.  Shared Dispositive Power                  273,504

        11.  Aggregate Amount Beneficially Owned by Each
             Reporting Person                                      273,504

        12.  Check if the Aggregate Amount in Row (11)
             Excludes Certain Shares (See Instructions)                /X/

        13.  Percent of Class Represented by Amount
             in Row (11)                                             1.37%

        14.  Type of Reporting Person (See Instructions)
             PN












   CUSIP No. 27032B209

        1.   Names of Reporting Persons.  Thompson Street Capital GP LLC
             I.R.S. Identification Nos. of above persons (entities only)
             11-3568478

        2.   Check the Appropriate Box if a Member of a Group (See
             Instructions)

             (a)  /_/

             (b)  /X/

        3.   SEC Use Only

        4.   Source of Funds (See Instructions)           OO

        5.   Check if Disclosure of Legal Proceedings Is Required Pursuant
             to Items 2(d) or 2(e)                                     /_/

        6.   Citizenship or Place of Organization     Delaware


   Number of        7.   Sole Voting Power                               0
   Shares
   Beneficially     8.   Shared Voting Power                       273,504
   Owned by each
   Reporting        9.   Sole Dispositive Power                          0
   Person With
                    10.  Shared Dispositive Power                  273,504

        11.  Aggregate Amount Beneficially Owned by
             Each Reporting Person                                 273,504

        12.  Check if the Aggregate Amount in Row (11)
             Excludes Certain Shares (See Instructions)                /X/

        13.  Percent of Class Represented by Amount in Row (11)      1.37%

        14.  Type of Reporting Person (See Instructions)
             OO













   CUSIP No. 27032B209

        1.   Names of Reporting Persons.  James A. Cooper
             I.R.S. Identification Nos. of above persons (entities only)
             N/A

        2.   Check the Appropriate Box if a Member of a Group (See
             Instructions)

             (a)  /_/

             (b)  /X/

        3.   SEC Use Only

        4.   Source of Funds (See Instructions)           OO, PF

        5.   Check if Disclosure of Legal Proceedings Is Required
             Pursuant to Items 2(d) or 2(e)                            /_/

        6.   Citizenship or Place of Organization     United States


   Number of        7.   Sole Voting Power                          13,200
   Shares
   Beneficially     8.   Shared Voting Power                       537,661
   Owned by each
   Reporting        9.   Sole Dispositive Power                     13,200
   Person With
                    10.  Shared Dispositive Power                  537,661

        11.  Aggregate Amount Beneficially Owned by
             Each Reporting Person                                 550,861

        12.  Check if the Aggregate Amount in Row (11)
             Excludes Certain Shares (See Instructions)                /X/

        13.  Percent of Class Represented by Amount in Row (11)      2.76%

        14.  Type of Reporting Person (See Instructions)
             IN













   CUSIP No. 27032B209

        1.   Names of Reporting Persons.   Peter S. Finley
             I.R.S. Identification Nos. of above persons (entities only)

        2.   Check the Appropriate Box if a Member of a Group (See
             Instructions)

             (a)  /_/

             (b)  /X/

        3.   SEC Use Only

        4.   Source of Funds (See Instructions)           OO, PF

        5.   Check id Disclosure of Legal Proceedings Is Required
             Pursuant to Items 2(d) or 2(e)                            /_/

        6.   Citizenship or Place of Organization     United States

   Number of        7.   Sole Voting Power                               0
   Shares
   Beneficially     8.   Shared Voting Power                       300,504
   Owned by each
   Reporting        9.   Sole Dispositive Power                          0
   Person
   With             10.  Shared Dispositive Power                  300,504

        11.  Aggregate Amount Beneficially Owned by
             Each Reporting Person                                 300,504

        12.  Check if the Aggregate Amount in Row (11)
             Excludes Certain Shares (See Instructions)                /X/

        13.  Percent of Class Represented by Amount in Row (11)      1.50%

        14.  Type of Reporting Person (See Instructions)
             IN
















   EXPLANATORY NOTE

        This Amendment Number 3 to Schedule 13D is filed by the
   undersigned to amend and supplement the Schedule 13D filed on June 27,
   2005 (the "Original 13D"), as amended by Amendment Number 1 to
   Schedule 13D filed on June 30, 2005 and by Amendment Number 2 to
   Schedule 13D filed on June 23, 2006, relating to the common stock of
   EarthShell Corporation (the Original 13D, Amendment Number 1 to
   Schedule 13D, and Amendment Number 2 to Schedule 13D are referred to
   collectively herein as the "Original 13D, as amended").  The changes
   in the numbers of shares and percentage of outstanding shares pertain
   to the termination of the Merger Agreement by Renewable Products,
   Inc., a Delaware corporation and wholly-owned subsidiary of the
   Stockholder, pursuant to a letter dated January 8, 2007.  This
   Amendment Number 3 amends and restates Items 3, 4, 5, 6, and 7 of the
   Original 13D, as amended.  All other Items presented in the Original
   13D, as amended, remain unchanged.

        The Reporting Persons are making this single, joint filing
   because they may be deemed to be a "group" under Section 13(d)(3) of
   the Act.  The agreement among the Reporting Persons to file jointly
   (the "Joint Filing Agreement") is attached to the Original 13D as
   Exhibit 5.  All capitalized terms used but not defined herein shall
   have the definitions assigned to them in the Original 13D, as amended.

   ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

        By a letter dated January 8, 2007, the Target terminated (the
   "Termination") that certain Agreement and Plan of Merger, dated as of
   June 17, 2005 and amended as of February 17, 2006, among the Company,
   EarthShell Triangle, Inc., which is a wholly-owned subsidiary of the
   Company, the Target, which is a wholly-owned subsidiary of the
   Stockholder, and the Stockholder (the "Merger Agreement").  As a
   result of the Termination, none of the Reporting Persons would be
   deemed to beneficially own more than five percent of the Common Stock.

        On June 22, 2006, in a transaction separate from those
   contemplated in the Merger Agreement, the Holding Company acquired
   both certain preferred stock that is convertible into the Common Stock
   (the "Series D Preferred Stock") and a warrant to purchase shares of
   Common Stock (the "Warrant").  Even if the Holding Company were to
   both convert the Series D Preferred Stock and exercise the Warrant,
   none of the Reporting Persons, in the absence of other transactions
   affecting the holdings of the Common Stock, would be deemed to
   beneficially own more than five percent of the Common Stock.  The
   source of the funds paid by the Holding Company as consideration of
   the Series D Preferred Stock and the Warrant was capital provided by
   the limited partners of the Fund pursuant to capital calls.

   ITEM 4.   PURPOSE OF TRANSACTION

        Upon closing of the Merger Agreement, the Target would have
   merged with a wholly-owned subsidiary of the Company (as a result of
   which the Target would have become a wholly-owned subsidiary of the
   Company) and the Stockholder would have received certain preferred
   stock that is convertible into the Common Stock (the "Series C
   Preferred Stock").  As a result of the Termination, none of the
   Reporting Persons would be deemed to beneficially own more than five
   percent of the Common Stock.




        Additionally, as described in Item 3, the Company issued to the
   Holding Company certain shares of the Series D Preferred Stock and the
   Warrant, which are convertible or exercisable (as applicable) by the
   Holding Company into the Common Stock.

        On January 19, 2007, EarthShell Acquisition Corp., a Delaware
   corporation ("Purchaser") and wholly-owned subsidiary of Renewable
   Products, Inc., a Delaware corporation and wholly-owned subsidiary
   of the Stockholder ("RPI"), entered into a definitive agreement (the
   "Asset Purchase Agreement") with the Company pursuant to which, among
   other things, Purchaser agreed to purchase certain assets of the
   Company for a purchase price of $1,000,000, subject to certain purchase
   price offsets.  Purchaser's obligations to consummate the transactions
   contemplated by the Asset Purchase Agreement are subject to certain
   conditions, including the performance by the Company of certain obli-
   gations and the completion of certain procedures related to the
   bankruptcy of the Company, including opening the subject assets to an
   auction process where higher and better offers may be solicited.  The
   Purchase Agreement superseded a non-binding letter of intent between
   RPI and the Company dated January 4, 2007, which contemplated that
   RPI, consistent with its role as a "stalking horse" bidder, would agree
   to purchase certain assets of the Company and provide certain debtor in
   possession financing.  The description of the terms and conditions of
   the Purchase Agreement is qualified in its entirety by reference to the
   full text of the Purchase Agreement, a copy of which is included as
   Exhibit 9 to this Schedule 13D and incorporated herein by reference.

        Other than as described in the preceding paragraph, the Reporting
   Persons currently have no specific plans or proposals that relate to
   or would result in the events described in paragraphs (a) through (j)
   of Item 4 of the instructions to Schedule 13D, although the Reporting
   Persons reserve the right to develop such plans or proposals.

   ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER

        Under the terms of the Merger Agreement, the Stockholder's
   ability to complete the Merger was subject to various conditions.  As
   a result of these conditions, at no point did the Reporting Persons
   have the right to acquire the Series C Preferred Stock.  Despite these
   conditions, however, prior to the Termination the Reporting Persons
   may have been deemed to have a right to acquire beneficial ownership
   of the Common Stock into which the Series C Preferred Stock would have
   been convertible.  As a result of the Termination, none of the
   Reporting Persons would be deemed to beneficially own more than five
   percent of the Common Stock.

        The Reporting Persons may be deemed to have a right to acquire
   beneficial ownership of the Common Stock into which the Series D
   Preferred Stock is convertible and which are underlying the Warrant,
   as each such type of acquired security provides the Holding Company
   with the right to acquire such shares of Common Stock at any time
   after the closing of the transactions contemplated by the Securities
   Purchase Agreement, the closing of which occurred on June 22, 2006.


   However, even if the Holding Company were to both convert the Series D
   Preferred Stock and exercise the Warrant, none of the Reporting
   Persons, in the absence of other transactions affecting the holdings
   of the Common Stock, would be deemed to beneficially own more than
   five percent of the Common Stock.


        The share ownership percentages described in this Item 5 are
   based on the Company's Quarterly Report on Form 10-Q, for the quarter
   ended September 30, 2006, filed with the Securities and Exchange
   Commission on November 20, 2006, in which the Company reported that
   19,981,167 shares of Common Stock were outstanding as of September 30,
   2006.

        (a)  The aggregate number and percentage of Common Stock that may
   be beneficially owned by each of the persons identified in Item 2 of
   the Original 13D, as amended, are provided in the following table:

             Name                  Aggregate Number      Percentage
             ----                  ----------------      ----------

   The Stockholder                      273,504             1.37%
   The Holding Company                  273,504             1.37
   The Fund                             273,504             1.37%
   The General Partner                  273,504             1.37%
   Mr. Cooper[1]                        550,861             2.76%
   Mr. Finley[2]                        300,504             1.50%
   Mr. Holiday                                0                0
   Mr. Glennon                                0                0

        As described in Item 6, the Reporting Persons may have been
   deemed to be members of a group with the Khashoggi Holders.  Based
   solely on the information reported by the Company in its Annual Report
   on Form 10-K, for the fiscal year ended December 31, 2005, filed with
   the Securities and Exchange Commission on March 31, 2006, under the
   caption "Security Ownership of Certain Beneficial Owners and
   Management and Related Stockholder Matters" (which, for purposes of
   clarity, incorporated by reference the information contained in the
   Schedule 14A Definitive Proxy Statement to Shareholders filed on May
   1, 2006), the Reporting Persons understand that the Khashoggi Holders
   were the beneficial owners, as of March 31, 2006, of 13,943,542 shares
   of Common Stock, which is reported as representing 55.75 percent of
   the Common Stock then outstanding.

        (b) The number of shares of Common Stock as to which each person
   identified in Item 2 of the Original 13D, as amended, may have the
   sole power to vote or to direct the vote, shared power to vote or
   direct the vote, sole power to dispose or to direct the disposition,


   _____________________
        [1] Includes (i) 264,157 shares of Common Stock held by Mr.
   Cooper's spouse, (ii) 9,700 shares of Common Stock held by Mr. Cooper
   as custodian for his children, and (iii) 3,500 shares of Common Stock
   held by Mr. Cooper in his IRA.

        [2] Includes (i) 12,000 shares of Common Stock held by Mr. Finley
   as custodian of UGMA accounts for his three children, (ii) 5,000
   shares of Common Stock held jointly with Mr. Finley's spouse, and
   (iii) 10,000 shares of Common Stock held as co-trustee, along with Ms.
   Finley, of the Peter S. Finley Living Trust of 4/12/02.




   or shared power to dispose or to direct the disposition is provided in
   the following table:

                       Sole Power  Shared Power  Sole Power  Shared Power
          Name           to Vote      to Vote     to Dispose  to Dispose
          ----         ----------  ------------  ----------- ------------

   The Stockholder            0      273,504             0      273,504
   The Holding Company        0      273,504             0      273,504
   The Fund                   0      273,504             0      273,504
   The General Partner        0      273,504             0      273,504
   Mr. Cooper            13,200[3]   537,661[4]     13,200[5]   537,661
   Mr. Finley                 0      300,504             0      300,504
   Mr. Holiday                0            0             0            0
   Mr. Glennon                0            0             0            0


        Mr. Cooper's spouse's name is Stacy Cooper ("Ms. Cooper").  Ms.
   Cooper's address is 26 Dromara Road, St. Louis, Missouri 63124.  She
   is not employed.  During the last five years, Ms. Cooper (i) has not
   been convicted in a criminal proceeding (excluding traffic violations
   or similar misdemeanors) and (ii) was not a party to a civil
   proceeding of a judicial or administrative body of competent
   jurisdiction and as a result of such proceeding was or is subject to a
   judgment, decree or final order enjoining future violations of, or
   prohibiting or mandating activities subject to, federal or state
   securities laws or finding any violation with respect to such laws.
   Ms. Cooper is a citizen of the United States.

        Mr. Finley's spouse's name is Macon P. Finley ("Ms. Finley").
   Ms. Finley's address is 12 Carrswold Drive, St. Louis, Missouri 63105.
   Her principal occupation is a schoolteacher.  During the last five
   years, Ms. Finley (i) has not been convicted in a criminal proceeding
   (excluding traffic violations or similar misdemeanors) and (ii) was
   not a party to a civil proceeding of a judicial or administrative body
   of competent jurisdiction and as a result of such proceeding was or is
   subject to a judgment, decree or final order enjoining future
   violations of, or prohibiting or mandating activities subject to,
   federal or state securities laws or finding any violation with respect
   to such laws.  Ms. Finley is a citizen of the United States.

   ____________________
        [3] Includes (i) 9,700 shares of Common Stock held by Mr. Cooper
   as custodian of UMOUTMA for his children and (ii) 3,500 shares of
   Common Stock held by Mr. Cooper in his IRA.

        [4] Includes 264,157 of Common Stock held by Mr. Cooper's spouse.

        [5] Includes (i) 12,000 shares of Common Stock held by Mr. Finley
   as custodian of UGMA accounts for his three children, (ii) 5,000
   shares of Common Stock held jointly with Mr. Finley's spouse, and
   (iii) 10,000 shares of Common Stock held as co-trustee, along with Ms.
   Finley, of the Peter S. Finley Living Trust of 4/12/02.



        (c)  In the past 60 days, none of the persons listed in part (a)
   of Item 5 of this Schedule 13D has effected any transactions in the
   Common Stock.  The Reporting Persons have no information as to any
   transactions by the Khashoggi Holders.

        (d)  No person, other than (i) those identified in Item 2 of the
   Original 13D, as amended, (ii) Ms. Cooper, and (iii) Ms. Finley is
   known to have the right to receive or the power to direct the receipt
   of dividends from, or the proceeds from the sale of, the shares of
   Common Stock beneficially owned by the persons identified in Item 2 of
   the Original 13D, as amended.

        (e)  As a result of the Termination, each of the Reporting
   Persons ceased to be the beneficial owner of more than five percent of
   the Common Stock effective as of January 9, 2007.

   ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
             WITH RESPECT TO SECURITIES OF THE ISSUER

        As described in Item 3, the Target terminated the Merger
   Agreement.  Upon closing of the Merger Agreement, the Company would
   have acquired the Target and the Stockholder would have received
   certain shares of Series C Preferred Stock.

        Under the terms of the Merger Agreement, the Company's
   obligation, and thus the Stockholder's ability, to complete the Merger
   were subject to various conditions.  As a result of these conditions,
   at no time did the Reporting Persons have a right to acquire the
   Series C Preferred Stock.  Despite these conditions, prior to the
   Termination the Reporting Persons may have been deemed to have a right
   to acquire beneficial ownership of the Common Stock into which the
   Series C Preferred Stock is convertible.  As a result of the
   Termination, however, none of the Reporting Persons would be deemed to
   have a right to acquire beneficial ownership of more than five percent
   of the Common Stock.

        In connection with entering into the Merger Agreement, the
   Company and the Stockholder signed a letter agreement with Essam
   Khashoggi, the Company's principal stockholder, acting on behalf of
   himself and his family and entities he owns or controls that hold
   shares or rights to acquire Common Stock (together, the "Khashoggi
   Holders").  The letter agreement (the "Khashoggi Lock-up Agreement"),
   which is included as Exhibit 4 to the Original 13D, as amended, and is
   incorporated herein by reference, includes certain agreements relating
   to possible sales of Common Stock by the Stockholder and by the
   Khashoggi Holders.  The agreements include (i) coordination designed
   to reduce the adverse effect of sales of Common Stock (together with
   certain other transactions that the Company views as likely) on the
   Company's net operating loss carryforward and (ii) commitments
   relating to sales that may affect the other party's exercise of
   registration rights granted by the Company.  The Khashoggi Lock-up
   Agreement also contained agreements regarding certain unregistered
   sales of Common Stock, which agreements ceased to be effective upon
   the Termination.



        By virtue of the Khashoggi Lock-up Agreement, the Reporting
   Persons and the Khashoggi Holders may be deemed to be members of a
   group who have agreed, to the extent set forth in the Khashoggi Lock-
   up Agreement, to act together with respect to the disposition of
   Common Stock.

        As described in Item 3, on June 22, 2006, in a transaction
   separate from those contemplated in the Merger Agreement, the Holding
   Company acquired both certain shares of the Series D Preferred Stock
   and the Warrant.  Even if the Holding Company were to both convert the
   Series D Preferred Stock and exercise the Warrant, none of the
   Reporting Persons, in the absence of other transactions affecting the
   holdings of the Common Stock, would be deemed to beneficially own more
   than five percent of the Common Stock of the Company.

        The descriptions contained in Items 3, 4, 5 and 6 of the terms of
   the Merger Agreement and the Khashoggi Lock-up Agreement are qualified
   in their entirety by reference to the full text of the Merger
   Agreement and the Khashoggi Lock-up Agreement, copies of which are
   attached to Schedule 13D as Exhibits 1 and 4 and incorporated herein
   by reference.

   ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

            Following is a list of the materials attached to this
   Amendment 3 to Schedule 13D:

            Exhibit 1    Agreement and Plan of Merger, dated as of
                         June 17, 2005, among EarthShell Corporation,
                         EarthShell Triangle, Inc., ReNewable
                         Products, Inc., and ReNewable Products, LLC -
                         Previously Filed

            Exhibit 1.1  Amendment to Agreement and Plan of Merger,
                         dated as of June 17, 2005, among EarthShell
                         Corporation, EarthShell Triangle, Inc.,
                         ReNewable Products, Inc., and ReNewable
                         Products, LLC, dated as of February 17, 2006
                         - Previously Filed

            Exhibit 2    Certificate of Designation of the Series C
                         Convertible Preferred Stock of EarthShell
                         Corporation - Previously Filed

            Exhibit 3    Registration and Investor Rights Agreement -
                         Previously Filed

            Exhibit 4    Khashoggi Lock-up Agreement - Previously
                         Filed

            Exhibit 5    Securities Purchase Agreement among
                         EarthShell Corporation, TSCP Machinery &
                         Processing Group, LLC, and the Edward W.
                         Williams Revocable Trust, dated June 22, 2006
                         - Previously Filed



            Exhibit 6    Joint Filing Agreement - Previously Filed

            Exhibit 7    Certificate of Designation of the Series D
                         Convertible Preferred Stock of EarthShell
                         Corporation - Previously Filed

            Exhibit 8    EarthShell Corporation Common Stock Warrant
                         of TSCP Machinery & Processing Group, LLC -
                         Previously Filed

            Exhibit 9    Asset Purchase Agreement, dated January 19,
                         2007, between EarthShell Acquistion Corp. and
                         EarthShell Corporation



                                 SIGNATURES

        After reasonable inquiry and to the best of each of the
   undersigned's knowledge and belief, each of the undersigned certifies
   that the information set forth in the statement is true, complete and
   correct.

                                RENEWABLE PRODUCTS LLC

                                By its manager, TSCP Machinery &
                                     Processing Group, LLC

                                By Thompson Street Capital Partners, L.P.

                                   By Thompson Street Capital GP LLC


                                      By: /s/ James A. Cooper
                                          ----------------------------
                                          James A. Cooper
                                          Managing Member

                                TSCP MACHINERY & PROCESSING GROUP, LLC

                                By Thompson Street Capital Partners, L.P.

                                   By Thompson Street Capital GP LLC


                                      By: /s/ James A. Cooper
                                          ----------------------------
                                          James A. Cooper
                                          Managing Member

                                THOMPSON STREET CAPITAL PARTNERS, L.P.

                                By Thompson Street Capital GP LLC


                                   By: /s/ James A. Cooper
                                       -------------------------------
                                       James A. Cooper
                                       Managing Member

                                THOMPSON STREET CAPITAL GP LLC


                                By: /s/ James A. Cooper
                                    ----------------------------------
                                    James A. Cooper
                                    Managing Member


                                /s/ James A. Cooper
                                --------------------------------------
                                JAMES A. COOPER, individually


                                /s/ Peter S. Finley
                                --------------------------------------
                                PETER S. FINLEY, individually





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-9
<SEQUENCE>2
<FILENAME>xexh-9.txt
<TEXT>





















                          ASSET PURCHASE AGREEMENT

                                   BETWEEN

                           EARTHSHELL CORPORATION,
                      a Delaware corporation, as Debtor


                                     and


                        EARTHSHELL ACQUISITION CORP.,
                    a Delaware corporation, as Purchaser








                        Dated as of January 19, 2007



   ARTICLE I  DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . .  1

        1.1   Definitions  . . . . . . . . . . . . . . . . . . . . . .  1
        1.2   Additional Definitions . . . . . . . . . . . . . . . . .  9
        1.3   Headings . . . . . . . . . . . . . . . . . . . . . . . .  9
        1.4   Schedules  . . . . . . . . . . . . . . . . . . . . . . .  9
        1.5   References to "Herein," or "Including" . . . . . . . . .  9

   ARTICLE II     PURCHASE AND SALE OF THE ACQUIRED ASSETS; PURCHASE
                  PRICE  . . . . . . . . . . . . . . . . . . . . . . . 10
        2.1   Purchase and Sale of the Acquired Assets . . . . . . . . 10
        2.2   Excluded Assets  . . . . . . . . . . . . . . . . . . . . 11
        2.3   Assumption of Liabilities  . . . . . . . . . . . . . . . 12
        2.4   Excluded Liabilities . . . . . . . . . . . . . . . . . . 12
        2.5   Purchase Price . . . . . . . . . . . . . . . . . . . . . 12
        2.6   Allocation of the Final Purchase Price . . . . . . . . . 13
        2.7   Contract Rejection and Assumption  . . . . . . . . . . . 13
        2.8   Cure of Defaults . . . . . . . . . . . . . . . . . . . . 14

   ARTICLE III    THE CLOSING  . . . . . . . . . . . . . . . . . . . . 14
        3.1   Time and Place of Closing  . . . . . . . . . . . . . . . 14
        3.2   Deliveries at Closing  . . . . . . . . . . . . . . . . . 14
        3.3   Sales, Use and Other Taxes, Prorations . . . . . . . . . 16

   ARTICLE IV     REPRESENTATIONS AND WARRANTIES OF DEBTOR . . . . . . 16
        4.1   Organization . . . . . . . . . . . . . . . . . . . . . . 16
        4.2   Power and Authority  . . . . . . . . . . . . . . . . . . 16
        4.3   No Violation . . . . . . . . . . . . . . . . . . . . . . 17
        4.4   Actions  . . . . . . . . . . . . . . . . . . . . . . . . 17
        4.5   Compliance with Laws . . . . . . . . . . . . . . . . . . 17
        4.6   Title to Acquired Assets . . . . . . . . . . . . . . . . 17
        4.7   Approvals  . . . . . . . . . . . . . . . . . . . . . . . 18
        4.8   Broker's or Finder's Fees  . . . . . . . . . . . . . . . 18
        4.9   Designated Contracts . . . . . . . . . . . . . . . . . . 18
        4.10  Intellectual Property  . . . . . . . . . . . . . . . . . 18
        4.11  "AS IS" Transaction  . . . . . . . . . . . . . . . . . . 19

   ARTICLE V  REPRESENTATIONS AND WARRANTIES OF PURCHASER  . . . . . . 20
        5.1   Organization and Good Standing . . . . . . . . . . . . . 20
        5.2   Power and Authority  . . . . . . . . . . . . . . . . . . 20
        5.3   No Violation . . . . . . . . . . . . . . . . . . . . . . 20
        5.4   Approvals  . . . . . . . . . . . . . . . . . . . . . . . 20
        5.5   Broker's or Finder's Fees  . . . . . . . . . . . . . . . 21

   ARTICLE VI     COVENANTS OF DEBTOR  . . . . . . . . . . . . . . . . 21
        6.1   Conduct of Business  . . . . . . . . . . . . . . . . . . 21
        6.2   Acquisition Proposals  . . . . . . . . . . . . . . . . . 21
        6.3   Access to Debtor . . . . . . . . . . . . . . . . . . . . 22
        6.4   Certificate of Service . . . . . . . . . . . . . . . . . 22

   ARTICLE VII    COVENANTS OF PURCHASER . . . . . . . . . . . . . . . 22
        7.1   Adequate Assurance . . . . . . . . . . . . . . . . . . . 22

                                      i



   ARTICLE VIII   AGREEMENTS OF PURCHASER AND DEBTOR . . . . . . . . . 23
        8.1   Employees  . . . . . . . . . . . . . . . . . . . . . . . 23
        8.2   Bankruptcy Court Orders  . . . . . . . . . . . . . . . . 23

   ARTICLE IX CONDITIONS TO PURCHASER'S OBLIGATIONS  . . . . . . . . . 25
        9.1   Representations and Warranties . . . . . . . . . . . . . 26
        9.2   Performance  . . . . . . . . . . . . . . . . . . . . . . 26
        9.3   Sale Order . . . . . . . . . . . . . . . . . . . . . . . 26
        9.4   Material Adverse Change  . . . . . . . . . . . . . . . . 26
        9.5   Compliance with Laws . . . . . . . . . . . . . . . . . . 26

   ARTICLE X  CONDITIONS TO DEBTOR'S OBLIGATIONS . . . . . . . . . . . 26
        10.1  Representations and Warranties . . . . . . . . . . . . . 27
        10.2  Performance  . . . . . . . . . . . . . . . . . . . . . . 27
        10.3  Sale Order . . . . . . . . . . . . . . . . . . . . . . . 27

   ARTICLE XI COVENANTS AND AGREEMENTS FOLLOWING THE CLOSING . . . . . 27
        11.1  Books and Records; Access  . . . . . . . . . . . . . . . 27
        11.2  Further Assurances . . . . . . . . . . . . . . . . . . . 27

   ARTICLE XII    TERMINATION  . . . . . . . . . . . . . . . . . . . . 28
        12.1  Termination  . . . . . . . . . . . . . . . . . . . . . . 28
        12.2  Effect of Termination  . . . . . . . . . . . . . . . . . 28

   ARTICLE XIII   MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . 30
        13.1  Public Announcements . . . . . . . . . . . . . . . . . . 30
        13.2  Amendment; Waiver  . . . . . . . . . . . . . . . . . . . 30
        13.3  No Survival of Representations and Warranties  . . . . . 30
        13.4  Fees and Expenses  . . . . . . . . . . . . . . . . . . . 30
        13.5  Notices  . . . . . . . . . . . . . . . . . . . . . . . . 31
        13.6  Assignment . . . . . . . . . . . . . . . . . . . . . . . 32
        13.7  Governing Laws Consent to Jurisdiction . . . . . . . . . 32
        13.8  WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . . . . 33
        13.9  Entire Agreement . . . . . . . . . . . . . . . . . . . . 33
        13.10 Severability . . . . . . . . . . . . . . . . . . . . . . 33
        13.11 No Third Party Beneficiaries . . . . . . . . . . . . . . 34
        13.12 Enforcement  . . . . . . . . . . . . . . . . . . . . . . 34
        13.13 Counterparts . . . . . . . . . . . . . . . . . . . . . . 34















                                     ii




                          ASSET PURCHASE AGREEMENT

        This ASSET PURCHASE AGREEMENT, dated as of January 19, 2007, is
   made between EARTHSHELL CORPORATION, a Delaware corporation
   ("Debtor"), and EARTHSHELL ACQUISITION CORP., a Delaware corporation
   ("Purchaser").

                                  RECITALS

        A.   Concurrently herewith, Debtor is commencing the case
   entitled In Re: Earthshell Corporation, Debtor (the "Case") under
   Chapter 11 of Title 11 of the United States Code (the "Bankruptcy
   Code") by filing a voluntary petition in the United States Bankruptcy
   Court for the District of Delaware ("Bankruptcy Court") and continues
   to operate the Business.

        B.   Debtor is a Delaware corporation engaged in the business of
   licensing of proprietary composite material technology for the
   manufacture of foodservice disposable packaging (the "Business").

        C.   Purchaser desires to purchase from Debtor and Debtor desires
   to sell, convey, assign and transfer to Purchaser, the Acquired Assets
   (as herein defined), and in connection therewith Purchaser desires to
   assume certain specified obligations and liabilities of Debtor related
   thereto, all upon the terms and conditions set forth herein and in
   accordance with Sections 105, 363, 365 and 1123 of the Bankruptcy Code
   (collectively, the "Transactions").

                                  AGREEMENT

        In consideration of the premises, the mutual covenants herein
   contained and other good and valuable consideration (the receipt and
   sufficiency of which are hereby acknowledged), the parties hereto,
   subject to the terms and conditions contained herein, intending to be
   legally bound, hereby agree as follows:

                                  ARTICLE I

                                 DEFINITIONS
                                 -----------

        1.1  DEFINITIONS

             The following terms, as used in this Agreement, shall have
   the following meanings:

        "Accounts" shall mean all rights of Debtor to payment of a
   monetary obligation, whether or not earned by performance, which is
   not evidenced by chattel paper or an instrument, (a) for property that
   has been or is to be sold, leased, licensed, assigned, or otherwise
   disposed of, (b) for services rendered or to be rendered, or (c) for a
   secondary obligation incurred or to be incurred.




        "Acquired Assets" shall have the meaning ascribed to such term in
   SECTION 2.1 hereof.

        "Acquisition Documents" shall mean, collectively, this Agreement,
   the Bill of Sale, the Assignment and Assumption Agreement and all
   agreements, instruments, certificates and other documents executed and
   delivered in connection herewith or contemplated hereby.

        "Action" shall mean any claim, dispute, demand, cause of action
   or action asserted in any arbitration, litigation, adversary
   proceeding, mediation, suit, investigation or other proceeding and any
   appeal therefrom.

        "Added Contracts" shall have the meaning ascribed to such term in
   SECTION 2.7 hereof.

         "Affiliate" shall mean, with respect to any Person, any Person
   which, directly or indirectly through one or more intermediaries,
   controls, is controlled by, or is under common control with, such
   Person. As used in this definition, the term "control" (including the
   terms "controlled by" and "under common control with") means the
   possession, directly or indirectly, of the power to (a) vote fifty-one
   percent (51%) or more of the voting power of the outstanding voting
   securities of such Person, or (b) otherwise direct the management
   policies of such Person, by contract or otherwise.

        "Agreement" shall mean this Asset Purchase Agreement and shall
   include all of the Schedules and Exhibits attached hereto.

        "Allocation" shall have the meaning ascribed to such term in
   SECTION 2.6, hereof.

        "Alternative Transaction" shall mean any transaction occurring
   after the Bidding Procedures Order is entered involving the
   consummation of the sale of all or a material portion of the Business
   pursuant to Section 363(b) of the Bankruptcy Code or a plan of
   reorganization under Section 1123 of the Bankruptcy Code to a
   purchaser or purchasers other than Purchaser and/or one or more of its
   Affiliates at any time during the pendency of the Case.

         "Approval" shall mean any approval, authorization, consent,
   license, franchise, order or permit of or by, notice to, or filing or
   registration with, a Person.

        "Assets" shall mean both the Acquired Assets and the Excluded
   Assets.

        "Assigned Lease" shall mean any lease assigned by Debtor to
   Purchaser and assumed by Purchaser hereunder.




                                      2




        "Assignment and Assumption Agreement" shall mean the Assignment
   and Assumption Agreement, substantially in the form attached hereto as
   EXHIBIT A.

        "Assumed Liabilities" shall have the meaning ascribed to such
   term in SECTION 2.3 hereof.

         "Bankruptcy Code" shall have the meaning ascribed to such term
   in the recitals to this Agreement.

        "Bankruptcy Court" shall have the meaning ascribed to such term
   in the recitals to this Agreement.

        "Bidding Procedures Hearing" shall have the meaning ascribed to
   such term in SECTION 8.2(b) hereof.

        "Bidding Procedures Order" shall have the meaning ascribed to
   such term in SECTION 8.2(b) hereof.

        "Bill of Sale" shall mean the bill of sale transferring to
   Purchaser the Acquired Assets, substantially in the form attached
   hereto as EXHIBIT B.

        "Books and Records" shall have the meaning ascribed to such term
   in SECTION 2.1(h) hereof.

        "Break-up Fee" shall mean cash in an amount equal to $300,000
   except that if the Alternate Transaction is a sale of the Acquired
   Assets to the holder(s) of the Company's senior secured indebtedness
   who have credit bid, the Break-up Fee shall be zero dollars.

        "Business" shall have the meaning ascribed to such term in the
   recitals to this Agreement.

        "Business Day" shall mean a day that is not a Saturday, a Sunday
   or a day on which banks in the State of Illinois, Maryland or Missouri
   are required or authorized to close for regular banking business.

        "Case" shall have the meaning ascribed to such term in the
   recitals to this Agreement.

        "Claim" shall have the meaning ascribed to such term in Section
   101(5) of the Bankruptcy Code so long as such Claim arises out of or
   relates to the Acquired Assets, the Business or Debtor.

        "Closing" shall mean the consummation of the Transactions.

        "Closing Date" shall mean the Business Day that is not more than
   10 days following the entry of the Sale Order if the Sale Order
   contains a Rule 6004(h) waiver, otherwise the Closing Date shall be no
   later than the 3rd day after the Sale Order becomes a Final Order, in
   any case subject to the satisfaction or waiver of the other conditions

                                      3




   to Closing described in Articles IX and X hereof, or such other date
   to which Purchaser and Debtor may mutually agree.

        "Contract" shall mean each written or oral instrument, contract,
   license, sublicense and other agreement, including real property
   leases, operating leases, capital leases, unexpired leases of personal
   property and other leases, in each case relating to the Business, to
   which Debtor is a party or by which Debtor or any of the Acquired
   Assets is bound.

        "Cure Costs" shall have the meaning ascribed to such term in
   SECTION 2.3(a)(ii) hereof.

        "Debtor" shall have the meaning ascribed to such term in the
   preamble to this Agreement.

        "Deposit" shall mean cash in an aggregate amount equal to
   $350,000.

        "Designated Contracts" shall have the meaning ascribed to such
   term in SECTION 2.7 hereof.

        "Designated Contract List" shall have the meaning ascribed to
   such term in SECTION 2.7 hereof.

        "DIP Credit" shall mean the senior secured credit extended by
   Purchaser to Debtor pursuant to the DIP Financing Order.

        "DIP Advances" shall mean the aggregate amount of advances made
   by Purchaser to or for the benefit of Debtor pursuant to (a) the DIP
   Credit or (b) any other financing agreement which, in the case of this
   clause (b), is advanced prior to the date the Deposit is due to be
   made hereunder.

        "DIP Financing Order" shall mean, collectively, the interim order
   and any final order entered in the Case approving the DIP Credit.

        "DIP Obligations shall mean the aggregate of all liabilities,
   indebtedness and obligations owed from time to time by the Debtor to
   Purchaser with respect to the DIP Credit approved pursuant to the DIP
   Financing Order.

        "Drop Dead Date" shall mean March 30, 2007.

        "Effective Time" shall mean 12:01 a.m. on the Closing Date.

        "EKI Master License Agreement" shall mean the Amended and
   Restated License Agreement dated February 28, 1995, between E.
   Khashoggi Industries and Debtor (formerly known as Earthshell
   Container Corporation), as amended from time to time.



                                      4




         "Equipment" shall mean each item of machinery, equipment
   (including office equipment), parts, computer hardware, tools, dies,
   jigs, patterns, molds, automobiles, trucks, and fixtures owned by
   Debtor as of the date hereof or any subsequent replacements or
   additions thereto, in each case which has been or is now used by
   Debtor in connection with the Business.

        "Equipment Leases" shall mean any and all leases of Equipment
   included in the Designated Contracts pursuant to which Debtor is the
   lessee.

        "Escrow Account" shall mean the escrow account established with
   Escrow Agent for the purposes of holding the Deposit, in accordance
   with the terms hereof.

        "Escrow Agent" shall mean J.P. Morgan Trust Company, National
   Association, as escrow agent.

        "Escrow Agreement" shall mean the Escrow Agreement to be entered
   into by and among Purchaser, Debtor and the Escrow Agent, in the form
   reasonably acceptable to the parties thereto and consistent with the
   terms hereof.

        "Excluded Assets" shall have the meaning ascribed to such term in
   SECTION 2.2 hereof.

        "Excluded Liabilities" shall have the meaning ascribed to such
   term in SECTION 2.4 hereof.

        "Executory Contracts" shall mean the Contracts of a Debtor which
   constitute executory contracts within the meaning of the Bankruptcy
   Code.

         "Final Order" shall mean an order (the finality of which may be
   waived by Purchaser in writing) entered by a court of competent
   jurisdiction as to which the time for appellate review has expired
   without any party having sought such review or the determination of
   any such review by the affirmance of such order.

         "Governmental Authority" shall mean any foreign, federal, state,
   local or other governmental, administrative or regulatory authority,
   body, agency, court, tribunal or similar entity including any
   arbitrator or arbitration panel, including the Bankruptcy Court.

        "Illinois Court" shall have the meaning ascribed to such term in
   SECTION 13.7(c) hereof.

        "Intellectual Property" shall mean all of the following that
   relate to the operation of the Business: (a) all inventions (whether
   patentable or unpatentable and whether or not reduced to practice),
   all improvements thereto and all United States and foreign patents of
   any description, and applications therefor (whether owned or
   licensed), including any continuations, continuations-in-part,

                                      5




   reissues, registrations, additions or extensions thereof; (b) United
   States (federal and state) and foreign trademarks (and goodwill
   associated therewith) and other trade names, service marks, domain
   names, logos, labels, trade dress, advertising and package designs,
   and other trade rights, whether or not registered and all applications
   therefor; (c) United States and foreign copyrights, whether or not
   registered and all applications therefor (including copyrights in
   computer software and computer software documentation, source code.
   systems documentation and websites); and (d) know-how, trade secrets,
   business leads, research and results thereof, technology, techniques,
   data, methods, processes, instructions, drawings and specifications,
   websites, software, databases, inventions, discoveries, improvements,
   designs, processes, formulae, recipes, shop rights, and other
   proprietary rights,  (e)  license agreements and other agreements of
   every kind and character relating to the Business, including the EKI
   Master License Agreement and any Sublicense Agreement, and (f) all
   Actions relating to any of the foregoing.

         "Interest" shall mean any interest of a Person other than Debtor
   in and to, or related to, any of the Acquired Assets to the fullest
   extent referred to in Section 363(f) of the Bankruptcy Code other than
   a Claim or Lien, including any option, right, claim of successor
   liability, ownership or other property interest of any type, voting or
   other restrictions, right-of-way, covenant, condition, leasehold,
   license, easement, encroachment, restriction, other third-party right
   or title defect or encumbrance of any nature whatsoever, whether legal
   or equitable in nature, secured or unsecured, matured or unmatured,
   contingent or non-contingent, liquidated or unliquidated, senior or
   subordinated and whether contractual, statutory or common law in
   origin.

        "Inventory" shall mean, as to Debtor, all of Debtor's goods,
   wherever located, which (a) are held by Debtor for sale or lease or to
   be furnished under a contract of service; (b) are furnished by Debtor
   under a contract of service; or (c) consist of raw materials, work in
   process, finished goods, service parts, packaging materials, supplies,
   or materials used or consumed in the Business.

        "Knowledge" shall mean the actual knowledge (as opposed to
   imputed or constructive) of Vince Truant, Scott Houston and any other
   individual identified by Purchaser in writing delivered to Seller
   prior to the Closing.

        "Law" shall mean any law, statute, rule, regulation, ordinance,
   standard, requirement, administrative ruling, order or process
   promulgated by any Governmental Authority as in effect from time to
   time (including any zoning or land use law or ordinance, building
   code, securities, blue sky, civil rights or occupational health and
   safety law or regulation and any court, administrative agency or
   arbitrator's order or process).



                                      6




        "Liability" shall mean any debt, liability, commitment,
   responsibility, cost, expense and guaranty, warranty or obligation of
   any kind, character or nature whatsoever, whether based in common law
   or statute or arising under written contract or otherwise, known or
   unknown, primary or secondary, direct or indirect, choate or inchoate,
   secured or unsecured, tangible or intangible, real or potential,
   fixed, absolute, contingent or otherwise, and whether or not accrued
   or due or to become due.

        "Licenses" shall have the meaning ascribed to such term in
   SECTION 4.10 hereof.

        "Lien" shall have the meaning ascribed to such term in Section
   101(37) of the Bankruptcy Code, including any statutory lien, pledge,
   mortgage, security interest, charge, conditional sale or other title
   retention agreement, or encumbrance of any kind or nature in or to the
   Acquired Assets to secure payment of a debt or performance of an
   obligation.

         "Material Adverse Change" shall mean any change or effect that
   is, or reasonably likely would result in, a material adverse change in
   the Acquired Assets or the Business, in each case taken as a whole.

         "Other Personal Property" shall mean all personal property
   (including parts, furniture and furnishings), other than Equipment,
   Receivables, Intellectual Property and Inventory, owned, held or
   leased by Debtor, in each case in connection with the operation of the
   Business.

        "Person" shall mean any individual, general or limited
   partnership, corporation, limited liability company, association,
   business trust, joint venture, Governmental Authority, business entity
   or other entity of any kind or nature.

        "Petition Date" shall mean January 19, 2007 on which an order for
   relief was entered in the Case.

        "Post-Petition Operating Accruals" shall mean the unpaid
   operating accruals of Debtor as of the Effective Time which accrued on
   or following the Petition Date.

        "Post-Petition Trade Debt" shall mean the unpaid trade debt of
   Debtor as of the Effective Time which accrued on or following the
   Petition Date.

         "Purchaser" shall have the meaning ascribed to such term in the
   preamble to this Agreement.

        "Purchase Price" shall have the meaning ascribed to such term in
   SECTION 2.5 hereof.



                                      7




        "Purchase Price Offsets" means, without duplication, the sum of
   (a) the DIP Obligations, (b) the Break-up Fee if Purchaser has become
   the successful bidder after bidding a price in excess of a bid by
   another qualified bidder, (c) Cure Costs (provided that Cure Costs
   with respect to any Designated Contract, other than a license
   agreement constituting a Designated Contract, shall only constitute a
   Purchase Price Offset to the extent such costs do not exceed $10,000)
   and (d) to the extent assumed by Purchaser pursuant to this Agreement,
   the Post-Petition Trade Debt and the Post-Petition Operating Accruals.

         "Receivables" shall mean all of the following now owned or
   hereafter arising or acquired property of Debtor: (a) all Accounts;
   (b) all interest, fees, late charges, penalties, collection fees and
   other amounts due or to become due or otherwise payable to Debtor in
   connection with any Account; (c) all payment intangibles of such
   Debtor (as said term is used in Article 9 of the Uniform Commercial
   Code, as enacted in the State of Illinois); (d) letters of credit,
   indemnities, guarantees, security or other deposits and proceeds
   thereof payable to Debtor or otherwise in favor or for the benefit of
   or delivered to Debtor in connection with any Account; or (e) all
   other accounts, contract rights, chattel paper, instruments, notes,
   general intangibles and other forms of obligations owing to Debtor,
   whether from the sale and lease of goods or other property, licensing
   of any property, rendition of services or from loans or advances by
   Debtor or to or for the benefit of any third person (excluding loans
   or advances to any Affiliates or Subsidiaries of Debtor) or otherwise
   associated with any Accounts, Inventory or general intangibles of
   Debtor (but excluding the Excluded Assets).

         "Representative" shall mean, with respect to a Person, any
   employee, officer, director, stockholder, partner, accountant,
   attorney, investment banker, broker, finder, investor (or potential
   investor), subcontractor, consultant or other authorized agent or
   representative of such Person.

         "Sale Hearing" shall have the meaning ascribed to such term in
   SECTION 8.2(c) hereof.

        "Sale Hearing Notice" shall have the meaning ascribed to such
   term in SECTION 8.2(b) hereof.

        "Sale Order" shall have the meaning ascribed to such term in
   SECTION 8.2(c) of this Agreement.

        "Schedules" shall mean the schedules annexed hereto and made a
   part hereof.

         "Sublicense Agreement" shall mean any Contract (as amended from
   time to time) pursuant to which Debtor licenses or sublicenses to any
   Person any Intellectual Property (including Intellectual Property
   licensed to Debtor), including any such Contract between Debtor, as
   licensor or sublicensor (as the case may be), and any of Purchaser,

                                      8




   Assembly & Test Worldwide, Inc., Earthshell Hidalgo S.A. de C.V. or
   Earthshell Asia, as licensee or sublicensee (as the case may be).

        "Subsidiary" shall mean, with respect to any Person, any
   corporation, limited liability company, partnership, association, or
   other business entity of which (i) if a corporation, a majority of the
   total voting power of shares of stock entitled (without regard to the
   occurrence of any contingency) to vote in the election of directors,
   managers, or trustees thereof is at the time owned or controlled,
   directly or indirectly, by that Person or one or more of the other
   Subsidiaries of that Person or a combination thereof or (ii) if a
   limited liability company, partnership, association, or other business
   entity (other than a corporation), a majority of partnership or other
   similar ownership interest thereof is at the time owned or controlled,
   directly or indirectly, by that Person or one or more Subsidiaries of
   that Person or a combination thereof and for this purpose, a Person or
   Persons owns a majority ownership interest in such a business entity
   (other than a corporation) if such Person or Persons shall be
   allocated a majority of such business entity's gains or losses or
   shall be or control any managing director or general partner of such
   business entity (other than a corporation). The term "Subsidiary"
   shall include all Subsidiaries of such Subsidiary.

        "Tax" or "Taxes" shall mean all taxes, assessments, charges,
   duties, fees, levies, imposts or other governmental charges, including
   all federal, state, local, municipal, county, foreign and other
   income, franchise, profits, capital gains, capital stock, capital
   structure, transfer, gross receipt, sales, use, transfer, service,
   occupation, ad valorem, property, excise, severance, windfall profits,
   premium, stamp, license, payroll, employment, social security,
   unemployment, disability, environmental, taxes under Tax Code Section
   59A, alternative, minimum, add-on, value-added, withholding and other
   taxes, assessments, charges, imposts or other governmental charges of
   any kind whatsoever (whether payable directly or by withholding and
   whether or not requiring the filing of a Tax Return), and all
   estimated taxes, deficiency assessments, additions to tax, additional
   amounts imposed by any governmental authority (domestic or foreign),
   penalties and interest.

        "Tax Code" shall mean the Internal Revenue Code of 1986, as
   amended, and the rules and regulations promulgated thereunder.

        "Transactions" shall have the meaning ascribed to such term in
   the recitals to this Agreement.

        "Transfer" shall mean any sale, transfer, conveyance, assignment,
   delivery or other disposition, and "Transfer" or "Transferred," used
   as a verb, shall each have a correlative meaning.

        1.2  ADDITIONAL DEFINITIONS.  In addition to the foregoing
   defined terms, other capitalized terms appearing in this Agreement


                                      9




   shall have the respective meanings ascribed to such terms where they
   first appear in the text of this Agreement.

        1.3  HEADINGS.  The headings contained in this Agreement are for
   convenience of reference only and shall not constitute a part hereof
   or define, limit or otherwise affect the meaning of any of the terms
   or provisions hereof.

        1.4  SCHEDULES.  Unless the context otherwise requires, all
   capitalized terms used in the Schedules shall have the respective
   meanings assigned in this Agreement.

        1.5  REFERENCES TO "HEREIN," OR "INCLUDING".  As used in this
   Agreement, the words "herein," "hereof," "hereby" and "hereunder"
   shall refer to this Agreement as a whole, and not to any particular
   section, provision or subdivision of this Agreement.  Whenever the
   term "include" or "including" is used in this Agreement, it shall mean
   "including, without limitation," (whether or not such language is
   specifically set forth) and shall not be deemed to limit the range of
   possibilities to those items specifically enumerated.


                                 ARTICLE II

          PURCHASE AND SALE OF THE ACQUIRED ASSETS; PURCHASE PRICE
          --------------------------------------------------------

        2.1  PURCHASE AND SALE OF THE ACQUIRED ASSETS.  Subject to the
   terms and conditions of this Agreement, at the Closing, Debtor shall
   Transfer to (or cause to be Transferred to) Purchaser, and Purchaser
   shall purchase and accept from Debtor, all of Debtor's right, title
   and interest in and to all assets (other than Excluded Assets) held
   for use or used in connection with the operation of the Business, free
   and clear of all Liens, Claims and Interests (collectively, the
   "Acquired Assets").  The Acquired Assets include:

             (a)  all Receivables of Debtor related to or arising out of
        the operation of the Business;

             (b)  all Inventory of Debtor related to or arising out of
        the operation of the Business;

             (c)  the Equipment and Other Personal Property;

             (d)  the Intellectual Property;

             (e)  all rights of Debtor under the Designated Contracts,
        including rights with respect to security deposits, and all
        rights against suppliers under warranties covering any of the
        Inventory or Equipment;



                                     10




             (f)  all sales orders and sales contracts, purchase orders
        and purchase contracts, quotations and bids;

             (g)  all prepaid expenses, security deposits, rebates and
        other credits owed to Debtor from third parties;

             (h)  originals or copies of books, financial and other
        records and information which has been reduced to written,
        recorded or encoded form, in each case to the extent related to
        the Business (collectively, the "Books and Records");

             (i)  licenses and permits used in the operation of the
        Business, to the extent transferable; and

             (j)  all Claims and causes of action of Debtor against third
        parties to enforce rights under any of the foregoing categories
        of Acquired Assets.

        2.2  EXCLUDED ASSETS.  Notwithstanding anything to the contrary
   contained herein, including in Section 2.1 above, Debtor shall retain
   all of Debtor's right, title and interest in and to, and Debtor shall
   not Transfer to Purchaser, the following assets of Debtor
   (collectively, the "Excluded Assets"):

             (a)  all cash, cash equivalents and marketable securities;

             (b)  all Contracts that are not Designated Contracts;

             (c)  all defenses, Claims, counter-Claims, rights of offset
        and other Actions against any Person asserting or seeking to
        enforce any Liability against Debtor, to the extent such
        Liability is not assumed by Purchaser pursuant to this Agreement;

             (d)  any rights of Debtor under this Agreement;

             (e)  any avoidance or similar Actions, including Actions
        under Sections 544, 545, 547, 548, 550 and 553 of the Bankruptcy
        Code;

             (f)  any Tax refunds or credits arising out of the operation
        of the Business prior to the Closing Date;

             (g)  any Books and Records related to Debtor's employees
        that are not hired by Purchaser at or following the Closing;

             (h)  any insurance rights under or related to any contract
        of insurance issued to a Debtor or any of its Affiliates,
        including any insurance premium refunds; and

             (i)  corporate minute books, stock transfer records and Tax
        returns of Debtor.


                                     11




        2.3  ASSUMPTION OF LIABILITIES.

             (a)  Subject to the terms and conditions of this Agreement,
        at the Closing, Purchaser shall assume and agree to pay, perform,
        discharge and satisfy when due in accordance with their terms the
        following (and only the following) Liabilities (the "Assumed
        Liabilities"):

                  (i)  Liabilities under any of the Designated Contracts
             but only to the extent accruing, or arising out of or
             relating to performance by Purchaser thereunder following
             the Effective Time;

                  (ii) all amounts which may be payable according to the
             Sale Order or other order of the Bankruptcy Court entered
             pursuant to Sections 365(b) of the Bankruptcy Code to cure
             defaults in connection with the assumption and assignment of
             the Designated Contracts ("Cure Costs");

                  (iii)     any Post-Petition Trade Debt, to the extent
             included on Schedule 2.3(a)(iii) to be provided by Purchaser
             prior to the Closing Date; and

                  (iv) any Post-Petition Operating Accruals, to the
             extent included on Schedule 2.3(a)(iv) to be provided by
             Purchaser prior to the Closing Date.

             (b)  From the date hereof through the Closing Date, Debtor
        shall use commercially reasonable efforts to obtain settlements
        or stipulations (but without any obligation of Debtor to pay any
        material amount in respect of such settlements) with any party
        that objects to the assumption and assignment of a Designated
        Contract or any related cure amount.

        2.4  EXCLUDED LIABILITIES.  Except for the Assumed Liabilities,
   Purchaser shall not assume or bear the economic burden of, and shall
   have no liability or obligation for, any Claims against, or
   Liabilities of, Debtor (collectively, the "Excluded Liabilities").
   The Excluded Liabilities include: (a) Liabilities for Taxes of Debtor;
   (b) Liabilities for any professional fees and costs incurred in
   connection with the bankruptcy cases of Debtor; (c) Liabilities under
   any executory contracts of Debtor which are not Designated Contracts;
   and (d) Liabilities for any pre-petition liabilities or expenses of
   Debtor.

        2.5  PURCHASE PRICE.  The aggregate purchase price for the
   Acquired Assets shall be an amount equal to One Million Dollars
   ($1,000,000) less the aggregate amount of the Purchase Price Offsets
   (the "Purchase Price").  As additional consideration for the Acquired
   Assets, Purchaser shall also assume the Assumed Liabilities.  Payment
   of the Purchase Price shall be made as follows:


                                     12




             (a)  Upon the later to occur of (i) the execution and
        delivery of this Agreement by Purchaser and Debtor, or (ii)
        January 17, 2007, Purchaser shall deposit with Escrow Agent an
        amount in cash equal to the Deposit LESS the aggregate amount of
        DIP Advances made prior to the date of this Agreement, which
        shall be administered in accordance with the terms of the DIP
        Financing Order.  The amount so deposited shall be held by Escrow
        Agent pursuant to the terms of this Agreement and the Escrow
        Agreement.  Upon termination of this Agreement for any reason
        other than by Debtor pursuant to SECTION 12.1(c), Escrow Agent
        shall immediately pay to Purchaser all amounts in the Escrow
        Account in accordance with the terms of the Escrow Agreement.  If
        this Agreement is terminated by Debtor pursuant to SECTION
        12.1(c), Escrow Agent shall immediately pay to Debtor all amounts
        in the Escrow Account in accordance with the terms of the Escrow
        Agreement.  Purchaser and Debtor, within 2 Business Days
        following termination of this Agreement, shall execute and
        deliver to Escrow Agent joint written instructions directing
        Escrow Agent to deliver all amounts in the Escrow Account in
        accordance with this SECTION 2.5(a).

             (b)  At the Closing, Purchaser shall deliver to Debtor, by
        wire transfer of immediately available funds, to the account or
        accounts designated by Debtor, an amount equal to the Purchase
        Price LESS the amount of the Deposit.

        2.6  ALLOCATION OF THE FINAL PURCHASE PRICE.  Following the
   Closing, Purchaser will submit to Debtor Purchaser's allocation of the
   Purchase Price for the Acquired Assets (including the cash purchase
   price and the assumption of the Assumed Liabilities) subject to the
   approval of Debtor, which approval shall not be unreasonably withheld,
   and pursuant to Section 1060 of the Tax Code and the regulations
   promulgated thereunder (the "Allocation").  Except as otherwise
   required by law, Purchaser and Debtor agree to use such Allocation in
   filing all required forms under Section 1060 of the Tax Code and not
   take any position inconsistent with such Allocation upon any
   examination of any such Tax Return, in any refund claim or in any tax
   litigation. Debtor and Purchaser shall also file IRS form 8594 in a
   manner consistent with this SECTION 2.6.

        2.7  CONTRACT REJECTION AND ASSUMPTION.  SCHEDULE 2.7 sets forth
   a complete and accurate list prepared by Debtor of all Executory
   Contracts of Debtor as of the date of this Agreement, including (for
   each) Debtor's good faith estimate of the aggregate amount of Cure
   Costs as of the date hereof or other actions required to cure any
   defaults or breaches under such Contracts at the Closing.  The
   agreements identified on SCHEDULE 2.7 (collectively, the "Designated
   Contracts List") with an asterisk are referred to in this Agreement
   collectively as the "Designated Contracts."  The Designated Contracts
   are included within the Acquired Assets, and at the Closing, subject
   to Section 365 of the Bankruptcy Code, Debtor shall assign all of the
   Designated Contracts to Purchaser, on the terms and subject to the

                                     13




   conditions of this Agreement.  At least five Business Days prior to
   the Sale Hearing, Debtor shall update the Designated Contracts List
   and its good faith estimate of Cure Costs for the Contracts on
   SCHEDULE 2.7.  Purchaser shall have the option, exercisable no later
   than two Business Days prior to the Closing Date, to exclude from the
   Acquired Assets any Contract or pending proposal, whether or not
   previously identified as a Designated Contract, or to add to the
   Acquired Assets as a Designated Contract, any Contract, whether or not
   previously identified as a Designated Contract, or pending proposals.
   Upon exercise of the option in the preceding sentence, the Designated
   Contracts List shall be deemed to be modified to give effect to such
   change as of the date hereof; provided that notwithstanding anything
   herein to the contrary, Debtor shall, pursuant to Section 365 of the
   Bankruptcy Code and the terms of this Agreement, move the Bankruptcy
   Court for the entry of a Final Order authorizing Debtor to assign to
   Purchaser at the Closing any Contract added to the Acquired Assets by
   Purchaser pursuant to the exercise of the option in the previous
   sentence that was not previously included on the Designated Contracts
   List ("Added Contracts").  If any Added Contract cannot be assigned to
   Purchaser at the Closing, Debtor shall use reasonable efforts
   following the Closing to obtain that relief expeditiously.

        2.8  CURE OF DEFAULTS.  Subject to the prior approval of the
   Bankruptcy Court, Purchaser shall, on or prior to the Closing or such
   later date as may be set forth in the Sale Order, any other Final
   Order of the Bankruptcy Court with respect to Added Contracts or in a
   written agreement between Purchaser and the Person entitled thereto,
   pay to such Person the amount necessary to cure any and all monetary
   defaults (in an aggregate amount not to exceed the aggregate Cure
   Costs included in the Purchase Price Offsets) and breaches under and
   satisfy (or, with respect to any Assumed Liability or obligation that
   cannot be rendered non-contingent and liquidated prior to the Closing
   Date, make effective provision reasonably satisfactory to the
   Bankruptcy Court for satisfaction from funds of Purchaser) any Assumed
   Liability with respect to each Designated Contract or Added Contract
   with such Person as may be assumed by Debtor and assigned to Purchaser
   in accordance with the provisions of Section 365 of the Bankruptcy
   Code and this Agreement.

                                 ARTICLE III

                                 THE CLOSING
                                 -----------

        3.1  TIME AND PLACE OF CLOSING.  The Closing shall take place at
   10:00 a.m., Central time, on the Closing Date at the offices of Schiff
   Hardin LLP, 233 S. Wacker Drive, Chicago, Illinois 60606, or remotely
   by facsimile or other electronic means. The Closing, the Transfer of
   the Acquired Assets, the effectiveness of the other Acquisition
   Documents, and the consummation of the Transactions shall be deemed to
   occur at the Effective Time.


                                     14




        3.2  DELIVERIES AT CLOSING.

             (a)  DELIVERIES BY PURCHASER.  At the Closing, Purchaser
        shall deliver to Debtor (or the party indicated below) the
        following:

                  (i)  the amount set forth in SECTION 2.5(b) by wire
             transfer of immediately available funds;

                  (ii) the Assignment and Assumption Agreement;

                  (iii)     a certificate of an executive officer of
             Purchaser to evidence compliance with the conditions set
             forth in SECTIONS 10.1 and 10.2 hereof;

                  (iv) any Cure Costs required pursuant to SECTION 2.8
             hereof (said Cure Costs to be paid to the Person entitled
             thereto as set forth in SECTION 2.8 above); and

                  (v)  such other documents as reasonably requested by
             Debtor, including certificates of good standing, resolutions
             of the Board of Directors of Purchaser and certificates of
             incumbency and specimen signatures.

             (b)  Deliveries by Debtor.  At or prior to the Closing,
        Debtor shall deliver to Purchaser the following:

                  (i)  the Bill of Sale;

                  (ii) the Assignment and Assumption Agreement;

                  (iii)     a certificate of Debtor to evidence
             compliance with the conditions set forth in SECTIONs 9.1 and
             SECTIONs 9.2 hereof and any other certificates to evidence
             compliance with the conditions set forth in ARTICLE IX
             hereof as may be reasonably requested by Purchaser or its
             counsel;

                  (iv) a certificate of good standing of Debtor, issued
             not earlier than ten days prior to the Closing Date by the
             Secretary of States of Delaware and Maryland;

                  (v)  a certificate of amendment to Debtor's certificate
             of incorporation changing Debtor's corporate name to any
             name other than (or that is not confusingly similar to)
             Earthshell;

                  (vi) the Sale Order and the Confirmation Order, duly
             entered; and

                  (vii) such other documents as reasonably requested by
             Purchaser, including resolutions of the Board of Directors

                                     15




             of Debtor and certificates of incumbency and specimen
             signatures.

        3.3  SALES, USE AND OTHER TAXES, PRORATIONS.  Any sales, use,
   purchase, transfer, stamp, or documentary stamp Taxes which may be
   payable by reason of the sale of the Acquired Assets under this
   Agreement for the Transactions and any and all claims, charges,
   interest or penalties assessed, imposed or asserted in relation to any
   such Taxes, shall be the responsibility and obligation of and timely
   paid by Debtor.  Notwithstanding the foregoing, Debtor shall use
   reasonable efforts to include within the Sale Order a provision that
   Debtor's sale, transfer, assignment and conveyance of the Acquired
   Assets to Purchaser hereunder shall be free of Tax liability.  In no
   event shall any party to this Agreement be responsible for the income
   Taxes of any other party that may arise as a consequence of the
   Transactions.

                                 ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES OF DEBTOR
                  ----------------------------------------

        With respect to the representations and warranties of Debtor,
   Purchaser specifically acknowledges and agrees that Purchaser will not
   have any recourse to Debtor, or any of its officers, shareholders,
   directors, or employees if any of the representations and warranties
   made in this Agreement or deemed made are untrue as of time of
   expression thereof.  The only remedy for a breach of such
   representations and warranties shall be Purchaser's option, under
   certain circumstances, not to consummate the Transactions  in
   accordance with and subject to the limitations set forth herein and,
   without limiting the foregoing, Purchaser shall have no remedy
   whatsoever for any such breach following the Closing.

        As an inducement to Purchaser to enter into this Agreement,
   subject to the foregoing, Debtor represents and warrants,  as of the
   date hereof  and as of the Closing Date as follows:

        4.1  ORGANIZATION.  Debtor is a corporation duly organized,
   validly existing and in good standing under the laws of the State of
   Delaware and except as affected by the pendency of the Case, has the
   requisite power and authority to own, operate and lease its properties
   and assets and to conduct the Business as it is now being owned,
   operated, leased and conducted.  Debtor has qualified as a foreign
   corporation and is in good standing in the jurisdictions set forth on
   SCHEDULE 4.1.

        4.2  POWER AND AUTHORITY.  Subject to Bankruptcy Court approval
   pursuant to the Sale Order, (i) Debtor has the requisite corporate
   power and authority to execute and deliver this Agreement and the
   other Acquisition Documents to which it is a party and to perform its
   obligations hereunder and thereunder and consummate the Transactions,

                                     16




   (ii) the execution and delivery by Debtor of this Agreement and the
   other Acquisition Documents to which it is a party, the performance of
   its obligations hereunder and thereunder and the consummation by it of
   the Transactions have been duly authorized by all necessary actions on
   the part of Debtor, and (iii) this Agreement and each other
   Acquisition Document to which Debtor is a party will constitute, upon
   the mutual execution and delivery thereof, the legal, valid and
   binding obligation of Debtor, enforceable against Debtor in accordance
   with its terms.

        4.3  NO VIOLATION.  Neither the execution and delivery by Debtor
   of this Agreement or any of the other Acquisition Documents to which
   Debtor is a party, the performance by Debtor of its obligations
   hereunder or thereunder, nor the consummation by Debtor of the
   Transactions, will (A) contravene any provision of the certificate of
   incorporation or bylaws of Debtor, (B) result in the creation or
   imposition of any Lien, Claim or Interest upon any of the properties
   or assets of Debtor, or (C) violate or conflict with any Law or any
   judgment, decree or order of any Governmental Authority to which
   Debtor is subject or by which Debtor or any of its assets or
   properties are bound.

        4.4  ACTIONS.  Except as set forth on SCHEDULE 4.4 and except for
   Actions to be filed in the Bankruptcy Court with respect to the Case,
   there is no litigation or proceeding, in law or in equity, and there
   are no proceedings or governmental or other investigations before any
   Governmental Authority, pending or, to Debtor's Knowledge, threatened,
   against Debtor or their directors, officers, shareholders or partners
   related to the Business or any Acquired Asset, or that questions or
   challenges the validity of this Agreement or the other Acquisition
   Documents or any action taken or proposed to be taken by Debtor
   pursuant hereto or thereto or in connection with the consummation of
   the transaction contemplated hereby.

        4.5  COMPLIANCE WITH LAWS.  Except as set forth on SCHEDULE 4.5
   and except as excused by the Bankruptcy Code or in connection with the
   Case: (A) Debtor is not in violation of any Laws relating to the
   Business or the Acquired Assets, (B) Debtor has not been charged with
   or, to Debtor's Knowledge, been threatened with, any charge concerning
   any violation of any provision of any Law relating to the Business or
   the Acquired Assets that has not already been resolved, and (C) Debtor
   is not in violation of, or in default under, and no event has occurred
   which, with the lapse of time or the giving of notice, or both, would
   result in the violation of or default under, the terms of any
   judgment, decree, order, injunction or writ of any Governmental
   Authority relating to the Acquired Assets or the Business.

        4.6  TITLE TO ACQUIRED ASSETS.  Except as set forth on SCHEDULE
   4.6, Debtor has, and at the Closing Debtor will Transfer to Purchaser,
   good title to, or a valid leasehold interest in, all of the Acquired
   Assets, free and clear of all Liens, Claims and Interests.


                                     17




        4.7  APPROVALS.  Except (i) for Approval of the Bankruptcy Court,
   and (ii) as otherwise set forth on SCHEDULE 4.7, no Approval of any
   Governmental Authority or other Person is required to be made,
   obtained or given by or with respect to Debtor in connection with the
   execution or delivery by Debtor of this Agreement and the other
   Acquisition Documents to which it is a party, the performance by
   Debtor of its obligations hereunder or thereunder or the consummation
   by Debtor of the Transactions, including the Transfer of the Acquired
   Assets to Purchaser.

        4.8  BROKER'S OR FINDER'S FEES.  Neither Debtor nor any of its
   Affiliates has authorized any Person to act as broker, finder, banker,
   consultant, intermediary or in any other similar capacity which would
   entitle such Person to any investment banking, brokerage, finder's or
   similar fee in connection with the Transactions, except where any fee
   or payment due such persons would be solely the obligation of
   Purchaser or its Affiliates.

        4.9  DESIGNATED CONTRACTS.  SCHEDULE 2.7 is complete and accurate
   as of the date of this Agreement, and as amended in accordance with
   SECTION 2.7, will be complete and accurate as of the Closing Date.
   Complete and accurate copies of each written Contract (or written
   summaries of the terms of any oral Contract), including any amendment
   or modification thereto, included in the Acquired Assets have been
   previously delivered to Purchaser, including the EKI Master License
   Agreement and any Sublicense Agreement.  All Contracts to which a
   Debtor is a party that are material to the Intellectual Property of
   such Debtor or otherwise material to the Business are set forth on
   SCHEDULE 2.7, including the EKI Master License Agreement and any
   Sublicense Agreement.  All Designated Contracts as of the date hereof
   are valid and binding obligations of Debtor and, upon entry of the
   Sale Order or the Final Order regarding the Added Contracts, as the
   case may be, and assuming duly authorized execution by the other party
   thereto, will be enforceable in accordance with their terms, and such
   Designated Contracts are in full force and effect (subject to payment
   of any Cure Costs with respect thereto).  Upon the cure of defaults in
   accordance with SECTION 2.7 and SECTION 2.8, Debtor will have cured
   all obligations required pursuant to each Designated Contract and the
   Bankruptcy Court to have been performed by Debtor through the Closing
   Date.  Other than the defaults to be cured in accordance with SECTION
   2.8, there is not as of the date hereof, and will not be as of the
   Closing Date, any default under any of the Designated Contracts by
   Debtor or, to Debtor's Knowledge, any other party to the Designated
   Contracts.  No event, occurrence or condition exists which, with the
   lapse of time, the giving of notice, or both, or the happening of any
   further event or condition, would become a material default by Debtor
   thereunder.

        4.10 INTELLECTUAL PROPERTY.   As disclosed on SCHEDULE 4.10, (a)
   Debtor is the owner of all right, title and interest in and to each
   item of Intellectual Property, and/or has the valid right to use such
   Intellectual Property, (b) the Intellectual Property is valid and

                                     18




   enforceable and has not   been abandoned, canceled or adjudicated
   invalid, or is subject to any outstanding order, judgment, decree or
   consent or settlement agreement restricting its use or adversely
   affecting Debtor's rights thereto, (c) SCHEDULE 4.10 sets forth a list
   of all registrations and grants, and applications therefor, for any
   Intellectual Property, including domain names ("Registered IP"), (d)
   Debtor is the owner of record of all Registered IP and has filed all
   documents and paid all taxes, fees, and other financial obligations
   required to maintain in force and effect all such Registered IP until
   the Closing Date, (e) SCHEDULE 4.10 sets forth all licenses or other
   agreements (other than licenses for desktop or off-the-shelf software)
   under which Debtor is granted rights in intellectual property or has
   granted rights in the Intellectual Property to others (including the
   EKI Master License Agreement and all Sublicense Agreements)
   ("Licenses"), (f) all Licenses and Registered IP are part of the
   Acquired Assets and will be acquired, free and clear of all Liens,
   Claims and Interests, (g) Debtor's ownership and/or use of the
   Intellectual Property and its operation of the Business does not
   infringe the rights of any Person, (h) neither the conduct of any
   other person's or entity's business, nor the nature of any of the
   products it sells or services it provides, infringes upon or is
   inconsistent with any Intellectual Property, (i) except as disclosed
   on SCHEDULE 4.10, all Licenses or other agreements relating to
   Intellectual Property are in full force and effect, and there is no
   default by any party thereto, and (j) no third party has asserted
   ownership rights in any of the Intellectual Property, and Debtor has
   not licensed or sublicensed any third party to use the Intellectual
   Property except as set forth on SCHEDULE 4.10.

        4.11 "AS IS" TRANSACTION.  Purchaser hereby acknowledges and
   agrees that, except as otherwise expressly provided in this Agreement,
   Debtor make no representations or warranties whatsoever, express or
   implied, with respect to any matter relating to the Business, the
   Acquired Assets or the Transactions, including, income to be derived
   or expenses to be incurred in connection with the Acquired Assets, the
   physical condition of any personal property comprising a part of the
   Acquired Assets or which is the subject of any Designated Contract to
   be assumed by Purchaser at the Closing, the value or transferability
   of the Acquired Assets (or any portion thereof), the terms, amount,
   validity or enforceability of any Assumed Liabilities, the
   merchantability or fitness of the Acquired Assets (or any portion
   thereof for any particular purpose, or any other matter or thing
   relating to the Business or the Acquired Assets or any portion
   thereof). Without in any way limiting the foregoing, Debtor hereby
   disclaims any warranty (express or implied) of merchantability or
   fitness for any particular purpose as to any portion of the Acquired
   Assets.  Purchaser further acknowledges that Purchaser has conducted
   an independent inspection and investigation of the physical condition
   of the Acquired Assets and all such other matters relating to or
   affecting the Acquired Assets as Purchaser deemed necessary or
   appropriate and that in proceeding with its acquisition of the
   Acquired Assets, Purchaser is doing so based solely upon such

                                     19




   independent inspections and investigations. Accordingly, Purchaser
   will accept the Acquired Assets at the Closing "AS IS," "WHERE IS,"
   and "WITH ALL FAULTS."


                                  ARTICLE V

                 REPRESENTATIONS AND WARRANTIES OF PURCHASER
                 -------------------------------------------

        As an inducement to Debtor to enter into this Agreement,
   Purchaser hereby represents and warrants as of the date hereof and as
   of the Closing Date as follows:

        5.1  ORGANIZATION AND GOOD STANDING.  Purchaser is a corporation
   duly organized, validly existing and in good standing under the laws
   of the State of Delaware and has the requisite corporate power and
   authority to own, operate and lease its properties and assets and to
   conduct its business as they are now being owned, operated, leased and
   conducted.

        5.2  POWER AND AUTHORITY.  Purchaser has the requisite corporate
   power and authority to execute and deliver this Agreement and the
   other Acquisition Documents to which it is a party and to perform its
   obligations hereunder and thereunder and consummate the Transactions.
   The execution and delivery by Purchaser of this Agreement and the
   other Acquisition Documents to which it is a party, the performance of
   its obligations hereunder and thereunder and the consummation by it of
   the Transactions have been duly authorized by all necessary actions on
   the part of Purchaser.  This Agreement and each other Acquisition
   Document to which Purchaser is a party will constitute, upon the
   mutual execution and delivery thereof, the legal, valid and binding
   obligation of Purchaser, enforceable against Purchaser in accordance
   with its terms.

        5.3  NO VIOLATION.  Neither the execution and delivery by
   Purchaser of this Agreement or any of the other Acquisition Documents
   to which it is a party, the performance by it of its obligations
   hereunder or thereunder, nor the consummation by it of the
   Transactions contemplated hereby or thereby, will (A) contravene any
   provision of the certificate of incorporation or bylaws of Purchaser,
   (B) result in the creation or imposition of any Lien, Claim or
   Interest in or upon any of the properties or assets of Purchaser, or
   (C) violate or conflict with any Law or any judgment, decree or order
   of any Governmental Authority to which  Purchaser is subject or by
   which Purchaser or any of its assets or properties are bound.

        5.4  APPROVALS.  Except as set forth on SCHEDULE 5.4, no Approval
   of any Governmental Authority or other Person is required to be made,
   obtained or given by or with respect to Purchaser in connection with
   the execution or delivery by it of this Agreement and the other


                                     20




   Acquisition Documents, the performance by it of its obligations
   hereunder or thereunder or the consummation by it of the Transactions.

        5.5  BROKER'S OR FINDER'S FEES.  Neither Purchaser nor any of its
   Affiliates has authorized any Person to act as broker, finder, banker,
   consultant, intermediary or in any other similar capacity which would
   entitle such Person to any investment banking, brokerage, finder's or
   similar fee in connection with the Transactions, except where any fee
   or payment due such persons would be solely the obligation of
   Purchaser or its Affiliates.

                                 ARTICLE VI

                             COVENANTS OF DEBTOR
                             -------------------

        Debtor hereby covenants and agrees that, subject to the orders
   and direction of the Bankruptcy Court and except as otherwise
   consented to in writing by Purchaser or as otherwise contemplated by
   this Agreement, from and after the date hereof until the Closing:

        6.1  CONDUCT OF BUSINESS.  Debtor shall, subject to the
   requirements and obligations under the Bankruptcy Code, (i) carry on
   the Business in the ordinary course and comply in all material respect
   with all applicable Laws and regulations; (ii) use all reasonable
   efforts to preserve intact Debtor's Business organization and
   relationships (including all vendors, customers and employees) and
   preserve the current value of the Acquired Assets and keep such assets
   in the same condition as on the date hereof, ordinary wear and tear
   excepted; (iii) not acquire, sell, assign, transfer, license, lease,
   encumber or dispose of any Acquired Assets outside the ordinary course
   of Business (including Intellectual Property); (iv) not take any
   action that would result in the failure of Debtor to satisfy the
   closing condition set forth in SECTION 9.4; (v) cause Debtor to comply
   in all material respects with all applicable laws; (vi) not reject any
   Designated Contracts; and (vii) promptly give Purchaser copies of a
   notice of any event of default or termination received from any
   counter-party to any Designated Contract so that Purchaser may
   intervene to protect any rights that it has under this Agreement in
   any proceeding to resolve any such notice; provided that, the
   foregoing shall not obligate Debtor to pay any Claim arising prior to
   the Petition Date, and provided further that, the foregoing shall not
   prevent Debtor from rejecting Contracts that are not Designated
   Contracts being assumed by Purchaser hereunder.

        6.2  ACQUISITION PROPOSALS.  Anything herein to the contrary
   notwithstanding, at or prior to a hearing in the Bankruptcy Court on
   the motion to approve the Sale Order, Debtor may furnish information
   concerning the Business to any qualified Person in order to permit
   such Person to determine whether to make a higher and better offer for
   the Acquired Assets at such hearing or at such time prior to the
   hearing as the Bankruptcy Court may direct and Debtor and Debtor's

                                     21




   Representatives may solicit, encourage and negotiate with any Persons
   to make offers for the Acquired Assets at or prior to such hearing, as
   the case may be; provided all potential bidders agree to be subject to
   substantially the same restrictions and limitations on the use of such
   information as those imposed on Purchaser.  Any other prospective
   purchaser or Person who receives proprietary information regarding
   Debtor shall also agree to execute a separate non-disclosure agreement
   in form and substance acceptable to Purchaser.  Debtor shall inform
   Purchaser of the terms and conditions of any competing offer made for
   any portion of the Business or the Acquired Assets immediately upon
   receipt of such offer, but no later than three Business Days prior to
   an auction of the Acquired Assets.

        6.3  ACCESS TO DEBTOR.  Debtor shall use reasonable efforts to
   afford Purchaser and its Representatives reasonable access during
   normal business hours throughout any period from and after the date
   hereof until the Closing Date, upon two Business Day's prior notice,
   to the Books and Records, files, pleadings, data base, documents,
   properties, facilities, employees and customers of Debtor's relating
   to the Business or the Acquired Assets, as Purchaser may reasonably
   request; provided that such reasonable access shall not unduly
   interfere with Debtor's ongoing business, operations or obligations
   relating to the Case.

        6.4  CERTIFICATE OF SERVICE  Within three Business Days following
   the date hereof, Debtor shall deliver to Purchaser a certificate of
   service, which certificate shall include (i) all parties entitled to
   notice of Debtor's intent to sell the Acquired Assets (and assume and
   assign the Designated Contracts) under Bankruptcy Rule 2002, the
   Bankruptcy Code or other applicable nonbankruptcy law, and (ii) all
   parties owning, claiming or asserting a Lien, Claim or other Interest
   in or to any of the Acquired Assets, including every other party to a
   Designated Contract.

                                 ARTICLE VII

                           COVENANTS OF PURCHASER
                           ----------------------

        Purchaser hereby covenants and agrees that, except as otherwise
   consented to in writing by Debtor or as otherwise contemplated by this
   Agreement, from and after the date hereof until the Closing:

        7.1  ADEQUATE ASSURANCE.  Purchaser shall provide evidence and
   argument in support of the Sale Order in order to establish its
   ability to provide "adequate assurance of future performance" (within
   the meaning of Section 365(f)(2)(B) of the Bankruptcy Code) of any
   Contract identified as a Designated Contract or Added Contract.
   Debtor agrees to use its commercially reasonable efforts to cooperate
   with Purchaser in the presentation of such evidence and argument.



                                     22




                                ARTICLE VIII

                     AGREEMENTS OF PURCHASER AND DEBTOR
                     ----------------------------------

        8.1  EMPLOYEES.  Purchaser shall have the right, but not the
   obligation, to make offers of employment to the employees of Debtor,
   subject to the consummation of the Transactions.

        8.2  BANKRUPTCY COURT ORDERS.

             (a)  Debtor hereby confirms that it is critical to the
   process of arranging an orderly sale of Debtor's assets to proceed by
   selecting Purchaser to enter into this Agreement in order to present
   the Bankruptcy Court with arrangements for obtaining the highest
   realizable prices for the Acquired Assets and that, without Purchaser
   having committed substantial time and effort to such process, the
   estate of Debtor would have to employ a less orderly process of sale
   and thereby both incur higher costs and risk attracting lower prices.
   Accordingly, the contributions of Purchaser to the process have
   indisputably provided very substantial benefit to the estate of
   Debtor.  Debtor acknowledges that Purchaser would not have invested
   the effort in negotiating and documenting the proposed Transactions
   and incurring duties to pay its outside advisors if Purchaser were not
   entitled to the Break-up Fee incurred as a result of Purchaser's
   attempt to purchase the Acquired Assets, if Purchaser is not the
   successful bidder for the Acquired Assets or otherwise does not close
   on the Acquired Assets under the circumstances described herein.

             (b)  On or before two Business Days following the execution
   and delivery of this Agreement, Debtor shall file a motion or motions
   with the Bankruptcy Court to set a hearing (the "Bidding Procedures
   Hearing") to consider entry of an order in a form and substance
   reasonably acceptable to Purchaser (the "Bidding Procedures Order")
   approving the Sale Hearing Notice (as defined below) and bidding
   procedures applicable to all bidders.  Among other things, such
   Bidding Procedures shall include: (i) authorization of the Break-up
   Fee and providing that such Break-up Fee shall be entitled to priority
   over all other pre- and post-petition Claims under Section 364(c)(l)
   of the Bankruptcy Code, a senior Lien on the Acquired Assets under
   Section 364(d)(l) of the Bankruptcy Code and free of any surcharge
   under Section 506 of the Bankruptcy Code; (ii) the requirement that
   all qualified bidders must provide assurance adequate to Debtor (in
   Debtor's sole discretion) of their ability to perform the obligations
   pursuant to any bid, including a deposit equal to the amount of the
   Deposit in immediately available funds; (iii) the requirement that any
   qualified competing bid for all of the Acquired Assets must be in an
   amount of at least $500,000 in excess of the sum of the Purchase Price
   plus the Assumed Liabilities and must provide for the direct payment
   to Purchaser on or before the closing of the other sale of the Break-
   up Fee; (iv) the requirement that any subsequent qualified competing
   bid, including by Purchaser, must be in increments of no less than

                                     23




   $50,000; (v) the requirement that all qualified competing bids must be
   for all of the Acquired Assets, but may also include any other assets
   of Debtor, and on the same or different terms; PROVIDED THAT that no
   such qualified competing bids may be accepted by Debtor unless the
   aggregate deposit and the aggregate consideration payable to Debtor
   thereunder complies with, and the other terms are subject to, the
   other provisions set forth in this SECTION 8.2(b); (vi) a provision
   entitling Purchaser to reduce, by the amount of the Break-up Fee and
   any outstanding DIP Obligations the amount of the cash portion of the
   Purchase Price otherwise payable by Purchaser, in the event that it
   elects to overbid any competing offer; (vii) the requirement that
   Debtor provide notice of the Sale Hearing to Debtor's creditors or
   their counsel and the other parties to the Designated Contracts (the
   "Sale Hearing Notice"); (viii) the requirement that all qualified
   competing bids be received no later than three Business Days before
   the date of the auction; (ix) the requirement that Debtor provide
   Purchaser (and the holder(s) of the Company's senior secured
   indebtedness who are credit bidding) with copies of any competing bids
   reasonably promptly after receipt of such bids but in no event later
   than two Business Days before the date of the auction; (x) the
   requirement that such qualified competing bids contain no financing or
   due diligence conditions; and (xi) the requirement that all qualified
   initial bids be on substantially the same terms and conditions as set
   forth in this Agreement or be accompanied by a mark-up of this
   Agreement showing all variations therefrom. The Bidding Procedures
   Hearing shall specify the notice to be given to creditors and other
   parties in interest in respect of the sale of the Acquired Assets and
   otherwise be in form and substance satisfactory to Purchaser in its
   reasonable discretion. Debtor, in accordance with applicable law and
   in consultation with Debtor's creditors, shall determine whether
   competing offers submitted pursuant to this SECTION 8.2(b) shall be
   deemed to be higher and better offers.  It is anticipated that the
   auction shall occur within 30-45 days after execution of this
   Agreement.

             (c)  On or before two Business Days following the execution
   and delivery of this Agreement, Debtor shall file with the Bankruptcy
   Court a motion to set a hearing (the "Sale Hearing") to consider entry
   of an order approving the sale of the Acquired Assets and the
   assumption and assignment of the Designated Contracts to Purchaser or
   an alternate purchaser ("Sale Order"), on an expedited basis, which
   may be the same motion as the motion seeking the Bidding Procedures
   Order;

             (d)  Debtor shall use reasonable efforts to obtain the
   Bankruptcy Court's entry of (i) the Bidding Procedures Order on or
   before February 15, 2007, and in any event as soon as is reasonably
   practicable, and (ii) a Sale Order on or before March 16, 2007
   approving of this proposed Transaction.  The Sale Order shall be in
   form and substance reasonably acceptable to Purchaser and shall
   provide, among other things, that: (i) adequate notice of Debtor's
   motion to sell the Acquired Assets outside of the ordinary course of

                                     24




   Debtor's business and to assume and assign the Designated Contracts
   has been duly given to all parties entitled thereto; (ii) Debtor is
   authorized to consummate the Transactions and to perform any other act
   that is necessary or appropriate for the consummation of the transfer
   of the Acquired Assets and to assign the Designated Contracts to
   Purchaser; (iii) except for the Assumed Liabilities, the Acquired
   Assets shall be conveyed and delivered to Purchaser upon Closing, free
   and clear of all Liens, Claims or Interests (other than Claims related
   to Assumed Liabilities), with all such Liens, Claims and Interests to
   attach to the proceeds payable to Debtor; (iv) that Purchaser has
   acted in "good faith" in connection with the Transactions, as provided
   in Section 363(m) of the Bankruptcy Code and that all conditions and
   terms of Section 363(f) of the Bankruptcy Code and the Bankruptcy
   Rules that are applicable thereto have been satisfied; and (v) any
   commissions or fees due to Debtor's brokers and investment bankers
   shall be paid out of the net proceeds of the sale of the assets.

             (e)  In the event an appeal is taken, or a stay pending
   appeal is requested or reconsideration is sought, from the Bidding
   Procedures Order, the Sale Order or the Confirmation Order, Debtor
   shall immediately notify Purchaser of such appeal or stay request and
   shall provide to Purchaser, within two Business Days of receipt, a
   copy of the related notice of appeal or order of stay or application
   for reconsideration. Debtor shall also provide Purchaser with copies
   of any other or further notice of appeal, motion or application filed
   in connection with any appeal from or application for reconsideration
   of any of such Orders and any related briefs.  Debtor agrees to take
   all steps as may be reasonable and appropriate to defend against such
   appeal, petition or motion and to use its reasonable efforts to obtain
   an expedited resolution of such appeal, provided that nothing herein
   shall preclude the parties hereto from consummating the Transactions
   if the Sale Order shall have been entered and not been stayed.

             (f)  Debtor further agree to include Purchaser on the
   service list for all notices, motions, applications, pleadings and
   other documents filed in the Case or any related adversary
   proceedings, and any notices given pursuant to Debtor's debtor in
   possession financing arrangements, if any, and to support the entry of
   an order of the Bankruptcy Court approving such service by all parties
   in interest.

                                 ARTICLE IX

                    CONDITIONS TO PURCHASER'S OBLIGATIONS
                    -------------------------------------

        The obligations of Purchaser to purchase and accept transfer and
   delivery of the Acquired Assets are subject to the satisfaction on or,
   where appropriate, prior to, the Closing Date, of the following
   conditions, except to the extent that any such condition may have been
   waived in writing by Purchaser on or prior to the Closing Date:


                                     25




        9.1  REPRESENTATIONS AND WARRANTIES.  The representations and
   warranties of Debtor contained in ARTICLE IV of this Agreement shall
   have been true and correct when made and shall be true and correct in
   all material respects at and as of the Closing Date.

        9.2  PERFORMANCE.  Debtor shall have performed and complied in
   all material respects with the covenants and obligations required by
   this Agreement to be performed or complied with by Debtor at or prior
   to the Closing Date.

        9.3  SALE ORDER.

             (a)  The Sale Order shall have become a Final Order in form
        reasonably acceptable to Purchaser and be in full force and
        effect and not stayed as of the Closing Date and shall provide
        that (i) Debtor is authorized and directed to enter into the
        Transactions and the Acquisition Documents and to execute and
        deliver all documents and perform all acts necessary or
        appropriate to effectuate the sale of the Acquired Assets to
        Purchaser; and (ii) the Transactions are undertaken by Purchaser
        in good faith, as that term is used in Section 363(m) of the
        Bankruptcy Code, and Purchaser shall have all of the benefits of
        such section.

             (b)  Notice of the hearing on the Sale Order shall have been
        duly given to (i) all parties entitled to notice of Debtor's
        intent to sell the Acquired Assets (and assume and assign the
        Designated Contracts) under Bankruptcy Rule 2002, the Bankruptcy
        Code or other applicable nonbankruptcy law, and (ii) all parties
        owning, claiming or asserting a Lien, Claim or Interest in or to
        any of the Acquired Assets, including all other parties to
        Designated Contracts.

        9.4  MATERIAL ADVERSE CHANGE.  Following the date hereof, Debtor
   shall not have suffered or, to Debtor's Knowledge, been threatened
   with, any Material Adverse Change.

        9.5  COMPLIANCE WITH LAWS.  As of the Closing Date, there shall
   not be issued and outstanding an order, decree, ruling or injunction
   of a Governmental Authority having competent jurisdiction restraining,
   enjoining or otherwise prohibiting the Transactions contemplated by
   this Agreement or the other Acquisition Documents.

                                  ARTICLE X

                     CONDITIONS TO DEBTOR'S OBLIGATIONS
                     ----------------------------------

        The obligations of Debtor to sell, transfer and deliver the
   Acquired Assets are subject to the satisfaction on or, where
   appropriate, prior to the Closing Date, of the following conditions,


                                     26




   except to the extent that any such condition may have been waived in
   writing by Debtor on or prior to the Closing Date:

        10.1 REPRESENTATIONS AND WARRANTIES.  The representations and
   warranties of Purchaser contained in ARTICLE V of this Agreement shall
   have been true and correct when made and shall be true and correct in
   all material respects at and as of the Closing Date.

        10.2 PERFORMANCE.  Purchaser shall have performed and complied in
   all material respects with the covenants and obligations required by
   this Agreement to be performed or complied with by Purchaser at or
   prior to the Closing Date.

        10.3 SALE ORDER.  The Sale Order shall have been entered and
   shall constitute Final Orders.

                                 ARTICLE XI

               COVENANTS AND AGREEMENTS FOLLOWING THE CLOSING
               ----------------------------------------------

        11.1 BOOKS AND RECORDS; ACCESS.  After the Closing Date, the
   parties hereto shall afford the other parties and their
   Representatives reasonable access to their books, records, personnel
   and other information with respect to the Business that is necessary
   for the purpose of obtaining information related to the Case or to
   other litigation or investigations, winding up the Case, Taxes and
   other reasonable business purposes, and shall cooperate with the other
   parties with respect to such matters. The right of access described in
   the immediately preceding sentence shall include the right to make and
   retain copies at the reviewing party's expense.

        11.2 FURTHER ASSURANCES.  In addition to the actions, documents,
   files, pleadings and instruments specifically required to be taken or
   delivered by this Agreement or the other Acquisition Documents,
   whether on or before or from time to time after the Closing, and
   without further consideration, each party hereto shall make
   commercially reasonable efforts to take such other actions, and
   execute and/or deliver such other documents, data, pleadings, files,
   information and instruments, as the other party hereto or its counsel
   may reasonably request in order to effectuate and perfect the
   Transactions and the other Acquisition Documents, including (a) such
   actions as may be necessary to Transfer to Purchaser and to place
   Purchaser in possession or control of, all of the rights, properties,
   assets and businesses intended to be sold, Transferred, conveyed,
   assigned and delivered hereunder; (b) to permit Debtor or their
   representatives to assess and prosecute such claims and rights as they
   may deem appropriate with respect to events or circumstances relating
   to Debtor, any assets of Debtor not included within the Acquired
   Assets or the conduct of the Business prior to the Closing Date; or
   (c) to assist in the collection of any and all such rights, properties


                                     27




   and assets or to enable Purchaser to exercise and enjoy all rights and
   benefits of Debtor with respect thereto.

                                 ARTICLE XII

                                 TERMINATION
                                 -----------

        12.1 TERMINATION.  This Agreement may be terminated at any time
   prior to the Closing:

             (a)  by the mutual written consent of Purchaser and Debtor;

             (b)  by Purchaser upon written notice in the event of a
        material breach of any covenant or agreement to be performed or
        complied with by Debtor pursuant to the terms of this Agreement
        or any of the Acquisition Documents, which breach would result in
        a condition to Closing set forth in ARTICLE IX hereof becoming
        incapable of fulfillment or cure (which condition has not been
        waived by Purchaser in writing) prior to the Drop Dead Date;
        provided, that Debtor shall have ten (10) days following such
        written notice in which to cure such breach before the Agreement
        shall be terminated;

             (c)  by Debtor upon written notice in the event of a
        material breach of any covenant or agreement to be performed or
        complied with by Purchaser pursuant to the terms of this
        Agreement or any of the Acquisition Documents, which breach would
        result in a condition to Closing set forth in ARTICLE X hereof
        becoming incapable of fulfillment or cure (which condition has
        not been waived by Debtor in writing) prior to the Drop Dead
        Date; PROVIDED, THAT Purchaser shall have ten days following such
        written notice in which to cure such breach before the Agreement
        shall be terminated if, and only if, such breach occurs prior to
        the entry of the Sale Order;

             (d)  by either Purchaser or Debtor if any Governmental
        Authority having competent jurisdiction shall have issued a Final
        Order, decree, ruling or injunction restraining, enjoining or
        otherwise prohibiting the transactions contemplated by this
        Agreement or the other Acquisition Documents or vacating the Sale
        Order or the DIP Financing Order;

             (e)  by Debtor or Purchaser upon the earlier of (i) a March
        31, 2007 or (ii) the consummation of an Alternative Transaction;

             (f)  by either Debtor or Purchaser if the Closing shall not
        have occurred on or before the Drop Dead Date; PROVIDED, HOWEVER
        that the right to terminate this Agreement under this SECTION
        12.1(f) shall not be available to any party whose failure to
        fulfill any obligation under this Agreement shall have been the
        cause of, or shall have resulted in, the failure of the Closing

                                     28




        to occur on or prior to such date (for purposes of this
        subsection (f) the failure or refusal by any party to provide any
        waiver that under the terms hereof may be given or withheld in
        such party's discretion shall not be deemed a failure to fulfill
        any obligation under this Agreement);

             (g)  by Purchaser if the Bankruptcy Court has not entered
        the Bidding Procedures Order on or before February 15, 2007;

             (h)  by Purchaser if any of the Designated Contracts shall
        have been rejected pursuant to Section 365 of the Bankruptcy Code
        or if any of the Designated Contracts are not assumed by Debtor
        and assigned pursuant to the terms of this Agreement;

             (i)  by Purchaser if the Case shall have been dismissed or
        converted to a case under Chapter 7 of the Bankruptcy Code; or

             (j)  by Purchaser if the Sale Order has not been entered on
        or before March 16, 2007.

        12.2 EFFECT OF TERMINATION.

             (a)  In the event of the termination of this Agreement under
        SECTIONs 12.1, except with respect to this SECTION 12.2, SECTION
        13.1, SECTION 13.2, SECTION 13.3, SECTION 13.4 and SECTIONs 13.7
        through 13.12 hereof, (i) this Agreement shall forthwith become
        void, and (ii) subject to SECTION 12.2(b), there shall be no
        liability on the part of Debtor, Purchaser or any of their
        respective Representatives and, to the extent set forth in
        SECTION 2.5(a), Purchaser shall be entitled to the return of the
        Deposit in accordance with SECTION 2.5(a) (PROVIDED THAT Debtor
        shall be entitled to the Deposit if this Agreement is terminated
        by Debtor pursuant to SECTION 12.1(c) hereof).

             (b)  If: (i) there is a termination of this Agreement
        pursuant to SECTION 12.1(e) and (ii) Purchaser is not in material
        breach of this Agreement or any other Acquisition Document,
        Debtor shall, concurrent with the consummation of the Alternative
        Transaction that gave rise to such termination, pay to Purchaser
        in immediately available funds an amount equal to the Break-up
        Fee, as a liability entitled to priority over all other pre-and
        post-petition Claims under Section 364(c)(1) of the Bankruptcy
        Code, a senior Lien in the Acquired Assets and the proceeds
        thereof under Section 364(d)(l) of the Bankruptcy Code and not
        subject to any surcharge under Section 506 of the Bankruptcy
        Code, in lieu of any losses Purchaser may suffer, and not as a
        penalty, as Purchaser's sole and exclusive remedy as a result of
        such a termination.





                                     29




                                ARTICLE XIII

                                MISCELLANEOUS
                                -------------

        13.1 PUBLIC ANNOUNCEMENTS.  Other than statements made in the
   Bankruptcy Court (or in pleadings filed therein), Purchaser and Debtor
   shall consult with each other before issuing any press release or
   making any public statement or other public communication with respect
   to this Agreement or the Transactions.  Purchaser and Debtor shall not
   issue any such press release or make any such public statement without
   the prior written consent of the other party, which shall not be
   unreasonably withheld or delayed; provided, however, that a party may,
   without the prior consent of the other party, issue such press release
   or make such public statement as may, upon the advice of counsel, be
   required by applicable Law, any Governmental Authority with competent
   jurisdiction or any listing agreement with any national securities
   exchange.  Notwithstanding the foregoing, Debtor shall not be
   prohibited from negotiating an Alternate Transaction, and marketing
   the Business in connection therewith; provided that Debtor does not
   utilize DIP Advances to fund such negotiation or marketing.

        13.2 AMENDMENT; WAIVER.  Neither this Agreement, nor any of the
   terms or provisions hereof, may be amended, modified, supplemented or
   waived except by a written instrument signed by all of the parties
   hereto (or, in the case of a waiver, by the party granting such
   waiver).  No waiver of any of the terms or provisions of this
   Agreement shall be deemed to be or shall constitute a waiver of any
   other term or provision hereof (whether or not similar), nor shall
   such waiver constitute a continuing waiver.  No failure of a party
   hereto to insist upon strict compliance by another party hereto with
   any obligation, covenant, agreement or condition contained in this
   Agreement shall operate as a waiver of, or estoppel with respect to,
   any subsequent or other failure. Whenever this Agreement requires or
   permits consent by or on behalf of a party hereto, such consent shall
   be given in a manner consistent with the requirements for a waiver of
   compliance as set forth in this Section 14.2.

        13.3 NO SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  The
   representations and warranties of Debtor and Purchaser set forth in
   Articles IV and V hereof shall not survive the Closing.

        13.4 FEES AND EXPENSES.  Except as otherwise expressly provided
   in this Agreement, each of the parties hereto shall bear and pay all
   fees, costs and expenses incurred by it or any of its Affiliates in
   connection with the origin, preparation, negotiation, execution and
   delivery of this Agreement and the other Acquisition Documents and the
   Transactions (whether or not such Transactions are consummated) and
   the performance of their respective obligations under this Agreement,
   including any fees, expenses or commissions of any of its
   Representatives.


                                     30




        13.5 NOTICES.

             (a)  All notices, requests, demands and other communications
        required or permitted under this Agreement shall be in writing
        and mailed or facsimiled or delivered by hand or courier service:
                  (i)    IF TO DEBTOR, TO:
                         EarthShell Corporation
                         1301 York Road, Suite 200
                         Lutherville, Maryland  20193
                         Fax: : (410)847-9431
                         Attn:  Bill Mooney

                         WITH A COPY, WHICH SHALL NOT CONSTITUTE
                         NOTICE, TO:
                         Whiteford, Taylor & Preston LLP
                         7 St. Paul Street
                         Baltimore, MD 21202
                         Fax:    (410)223-4302
                         Attn:   Brent C. Strickland

                  (ii)   IF TO PURCHASER, TO:
                         ReNewable Products, Inc.
                         1107 Springfield Road
                         Lebanon, Missouri  65536
                         Fax:
                         Attn:   James A. Cooper

                         WITH A COPY, WHICH SHALL NOT CONSTITUTE
                         NOTICE, TO:

                         Schiff Hardin LLP
                         6600 Sears Tower
                         Chicago, Illinois 60606
                         Fax:    (312) 258-5600
                         Attn:   Roger R. Wilen and J. Mark Fisher

             (b)  All notices required or permitted to be given hereunder
        shall be in writing and may be delivered by hand, by facsimile,
        by nationally recognized private courier, or by United States
        mail.  Notices delivered by mail shall be deemed given three (3)
        Business Days after being deposited in the United States mail,
        postage prepaid, registered or certified mail.  Notices delivered
        by hand, by facsimile, or by nationally recognized private
        carrier shall be deemed given on the day of receipt; PROVIDED,
        HOWEVER, that a notice delivered by facsimile shall only be
        effective if such notice is also delivered by hand, nationally
        recognized private courier or deposited in the United States
        mail, postage prepaid, registered or certified mail, on or before
        two (2) Business Days following its delivery by facsimile.




                                     31




        13.6 ASSIGNMENT.  This Agreement and all of the terms and
   provisions hereof shall be binding upon and inure to the benefit of
   the parties hereto and their respective successors and permitted
   assigns.  Prior to the Effective Time, neither this Agreement nor any
   of the rights, interests or obligations hereunder may be assigned by
   Debtor or Purchaser, except Purchaser may assign its rights to an
   Affiliate of Purchaser or any entity in which Purchaser has an
   interest.  Any assignment made in contravention of the terms of this
   SECTION 13.6 shall be void AB INITIO.

        13.7 GOVERNING LAWS CONSENT TO JURISDICTION.

             (a)  This Agreement and the legal relations among the
        parties hereto shall be governed by and interpreted in accordance
        with the laws of the State of Delaware applicable to agreements
        made and to be performed entirely within such State.

             (b)  Until the entry of an order either closing or
        dismissing the Case, each party hereto:  (i) irrevocably elects
        as the sole judicial forum for the adjudication of any matters
        arising under or in connection with the Agreement, and consents
        to the exclusive jurisdiction of, the Bankruptcy Court; (ii)
        expressly waives any defense or objection to jurisdiction or
        venue based on the doctrine of forum non conveniens; and (iii)
        stipulates that the Bankruptcy Court shall have in personam
        jurisdiction and venue over such party.

             (c)  After the entry of an order either closing or
        dismissing the Case, each party to this Agreement hereby
        irrevocably submits to the exclusive jurisdiction of any Illinois
        state or federal court (an "Illinois Court") in any Action
        arising out of or relating to this Agreement or the other
        Acquisition Documents, and each such party hereby irrevocably
        agrees that all claims in respect of such Action shall be heard
        and determined in such Illinois Court.  Each party, to the extent
        permitted by applicable Laws, hereby expressly waives any defense
        or objection to jurisdiction or venue based on the doctrine of
        forum non conveniens, and stipulates that any Illinois Court
        shall have in personam jurisdiction and venue over such party for
        the purpose of litigating any dispute or controversy between the
        parties arising out of or related to this Agreement or the other
        Acquisition Documents.  in the event any party shall commence or
        maintain any Action arising out of or related to this Agreement
        in a forum other than an Illinois Court, the other party shall be
        entitled to request the dismissal or stay of such Action, and
        each such party stipulates for itself that such Action shall be
        dismissed or stayed.  To the extent that any party to this
        Agreement has or hereafter may acquire any immunity from
        jurisdiction of any Illinois Court or from any legal process
        (whether through service or notice, attachment prior to judgment,
        attachment in aid of execution or otherwise) with respect to


                                     32




        itself or its property, each such party hereby irrevocably waives
        such immunity.

             (d)  After the entry of an order either closing or
        dismissing the Case, each party irrevocably consents to the
        service of process of any of the Illinois Courts in any such
        Action by any means permitted by the rules applicable in such
        Illinois Court including, if permissible, personal delivery of
        the copies thereof or by the mailing of the copies thereof by
        certified mail, return receipt requested, postage prepaid, to it
        as its address specified in accordance with SECTION 13.5 above,
        such service to become effective upon the earlier of (i) the date
        ten calendar days after such mailing or (ii) any earlier date
        permitted by applicable Law.

        13.8 WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO
   THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
   TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY
   ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF
   THE OTHER ACQUISITION DOCUMENTS.  EACH PARTY HERETO (A) CERTIFIES THAT
   NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
   REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
   IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
   (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
   INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER ACQUISITION
   AGREEMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
   AND CERTIFICATIONS IN THIS SECTION 13.8.

        13.9 ENTIRE AGREEMENT.  This Agreement and the other Acquisition
   Documents embody the entire agreement and understanding between the
   parties hereto with respect to the subject matter hereof and supersede
   all prior agreements, commitments, arrangements, negotiations or
   understandings, whether oral or written, between the parties hereto,
   their respective Affiliates or any of the Representatives of any of
   them with respect thereto.  There are no agreements, covenants or
   undertakings with respect to the subject matter of this Agreement and
   the other Acquisition Documents other than those expressly set forth
   or referred to herein or therein and no representations or warranties
   of any kind or nature whatsoever, express or implied, are made or
   shall be deemed to be made herein by the parties hereto except those
   expressly made in this Agreement and the other Acquisition Documents.

        13.10  SEVERABILITY.  Each term and provision of this Agreement
   constitutes a separate and distinct undertaking, covenant, term and/or
   provision hereof.  In the event that any term or provision of this
   Agreement shall be determined to be unenforceable, invalid or illegal
   in any respect, such unenforceability, invalidity or illegality shall
   not affect any other term or provision hereof; but this Agreement
   shall be construed as if such unenforceable, invalid or illegal term
   or provision had never been contained herein.  Moreover, if any term
   or provision of this Agreement shall for any reason be held to be
   excessively broad as to time, duration, activity, scope or subject,

                                     33




   the parties request that it be construed, by limiting and reducing it,
   so as to be enforceable to the fullest extent permitted under
   applicable Law.

        13.11  NO THIRD PARTY BENEFICIARIES.  Except as and to the extent
   otherwise provided herein, nothing in this Agreement is intended, nor
   shall anything herein be construed, to confer any rights, legal or
   equitable, in any Person other than the parties hereto and their
   respective successors and permitted assigns.

        13.12  ENFORCEMENT.  If a party shall be in breach of this
   Agreement, such party shall pay on demand all costs and expenses of
   enforcement of this Agreement, including reasonable legal fees and
   expenses.

        13.13  COUNTERPARTS.  This Agreement may be executed in one or
   more counterparts and by facsimile or other electronic means, each of
   which shall be deemed an original, but all of which, when taken
   together, shall constitute one and the same instrument.

                                  * * * * *
































                                     34




        IN WITNESS WHEREOF, the parties hereto have caused this Asset
   Purchase Agreement to be duly executed as of the day and year first
   above written.


                                      DEBTOR


                                      EARTHSHELL CORPORATION



                                      By:     /s/ Vincent J. Truant
                                              ----------------------------
                                      Name:   Vincent J. Truant
                                      Title:  CEO



                                      PURCHASER

                                      EARTHSHELL ACQUISITION CORP.



                                      By:     /s/ James A. Cooper
                                              ----------------------------
                                      Name:   James A. Cooper
                                      Title:  President




                       LIST OF EXHIBITS AND SCHEDULES




                                  EXHIBITS
                                  ---------


        Exhibit A                Form of Assignment and Assumption
                                 Agreement
        Exhibit B                Form of Bill of Sale

        Schedule 2.3(a)(iii)     Assumed Post-Petition Trade Debt
        Schedule 2.3(a)(iv)      Assumed Post-Petition Operating Accruals
        Schedule 2.7             Designated Contracts
        Schedule 4.1             Foreign Qualification
        Schedule 4.4             Actions
        Schedule 4.5             Compliance with Laws
        Schedule 4.6             Title to Acquired Assets
        Schedule 4.7             Debtor Approvals
        Schedule 4.10            Intellectual Property
        Schedule 5.4             Purchaser Approvals

</TEXT>
</DOCUMENT>
</SUBMISSION>
