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Published on 1/11/2006 in the Prospect News PIPE Daily.

New Issue: EarthShell raises $4.5 million from convertible debenture sale

By Sheri Kasprzak

New York, Jan. 11 - EarthShell Corp. said it completed a $4.5 million private placement of convertible debentures.

The 12% debentures mature in three years and are convertible into shares at the lesser of $3.00 or 88% of the average of the two lowest volume-weighted average price for the 10 trading days before conversion.

The debentures were purchased by Cornell Capital Partners, LP.

They are redeemable at a 10% premium to the principal being redeemed plus interest.

Cornell received warrants for 350,000 shares, exercisable at $4.00 each for two years.

Based in Santa Barbara, Calif., EarthShell licenses technologies used in the manufacture of foodservice packaging.

Issuer:EarthShell Corp.
Issue:Convertible debentures
Amount:$4.5 million
Maturity:Three years
Coupon:12%
Price:Par
Yield:12%
Conversion price:The lesser of $3.00 or 88% of the average of the two lowest volume-weighted average price for the 10 trading days before conversion
Call:Redeemable at 10% premium plus interest
Warrants:For 350,000 shares
Warrant expiration:Two years
Warrant strike price:$4.00
Investor:Cornell Capital Partners, LP
Settlement date:Jan. 6
Stock symbol:OTCBB: ERTH
Stock price:$2.04 at close Jan. 6
Stock price:$1.85 at close Jan. 11

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