EXHIBIT 4.2

                            STOCK TRANSFER AGREEMENT


                  This STOCK TRANSFER  AGREEMENT  (this  "Agreement") is entered
into  and  effective  as of the 2nd  day of  April,  2004,  by and  between  GBV
Tri-Power Fund, LLC, a California  limited liability company  ("Seller") and THE
RICEX COMPANY, a Delaware corporation ("Purchaser").

                                     RECITAL

                  Purchaser desires to purchase from Seller,  and Seller desires
to sell to Purchaser,  One Million Three Hundred Forty-Six Thousand Nine Hundred
Sixty-four  (1,346,964)  shares  (the  "Shares")  of  common  stock of The RiceX
Company,  One Million Three Hundred Forty-Six  Thousand Nine Hundred  Sixty-four
(1,346,964)  Class I warrants (the "Class I Warrants") to purchase an equivalent
number of shares of common stock of The RiceX Company, Six Hundred Seventy-three
Thousand  Four Hundred  Eighty-two  (673,482)  Class II warrants  (the "Class II
Warrants")  to purchase an  equivalent  number of shares of common  stock of The
RiceX Company, and One Million Ten Thousand Two Hundred Twenty-three (1,010,223)
Class III warrants (the "Class III  Warrants") to purchase an equivalent  number
of shares of common stock of The RiceX  Company,  upon the terms and  conditions
set forth herein.  The Shares,  the Class I Warrants,  the Class II Warrants and
the Class III Warrants are referred to herein collectively as the "Securities".

                  NOW,  THEREFORE,  in consideration of the agreements set forth
herein, the parties agree as follows:

AGREEMENT

                  1.       PURCHASE OF SECURITIES.  Purchaser agrees to purchase
the  Securities  from  Seller,  and  Seller  agrees  to sell the  Securities  to
Purchaser.

                  2.       PURCHASE PRICE. The purchase price for the Securities
shall be Two Hundred Seventy Thousand and Five dollars  ($270,005) total for all
the Securities.

                  3.       SELLER'S DELIVERY OF SECURITIES; PAYMENT. The closing
(the "Closing") of the purchase and sale of the Securities shall occur at a time
and place mutually  agreeable to Seller and Purchaser upon the occurrence of all
of the deliveries  referenced in the following  sentence,  but in no event later
than April 2, 2004 (the "Closing Date"). Neither party shall have any obligation
to proceed to the Closing of this transaction if any litigation is filed seeking
to enjoin or set aside  this  transaction,  or  seeking  damages  in  connection
herewith,  or if the Closing does not occur by the Closing Date. At the Closing,
(a)  Purchaser  shall  deliver to Seller the Purchase  Price by wire transfer of
immediately  available  funds,  and (b) Seller  shall  deliver to  Purchaser  an
Assignment  Separate From Certificate in the form of Exhibit "A" attached hereto
and  incorporated  herein,  and any other  appropriate  instruments  required to
effectuate  Seller's  transfer  to  Purchaser  of the  Securities  and any other
interests of Seller in the Company or its assets (the "Assignment"). The Closing
is contingent upon each and every delivery contemplated by this paragraph 3.





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                  4.       REPRESENTATIONS  AND  WARRANTIES  OF  SELLER.  Seller
hereby represents and warrants that:

                  (a)      Seller has the requisite  limited  liability  company
power and authority to execute and deliver this  Agreement,  the  Assignment and
any other  documents  and  instruments  to be executed  and  delivered by Seller
pursuant hereto, and to consummate the transactions contemplated hereby.

                  (b)      Seller  has good and valid  title to the  Securities,
and the Securities are not subject to any liens,  claims or  encumbrances of any
nature or kind whatsoever,  other than restrictions  imposed by state or federal
securities laws.

                  (c)      This Agreement and the  Assignment,  when executed by
David J. Reed on behalf of Seller,  shall  constitute  valid and legally binding
obligations  of Seller,  enforceable  against  Seller in  accordance  with their
terms, except as may be limited by bankruptcy,  insolvency or other similar laws
or general principles of equity.

                  (d)      The execution and delivery of this  Agreement and the
Assignment  by  Seller,  and the  consummation  by  Seller  of the  transactions
contemplated by this Agreement, do not and will not, with the passage of time or
giving of notice or both,  constitute a violation  of, be in conflict  with,  or
require  any  consent  under (i)  Seller's  organizational  documents,  (ii) any
contract, agreement, commitment, undertaking or understanding to which Seller is
a party or to which Seller or any of Seller's  properties  are subject or bound,
(iii) any  judgment,  decree  or order of any  governmental  authority  to which
Seller  or any of  Seller's  properties  are  subject  or  bound,  or  (iv)  any
applicable law.

                  (e)      Seller has complied with and shall continue to comply
with all of its obligations  contained in that certain Pledge Agreement dated as
of September 29, 2000 by and between Gilbert L. McCord Sr. and Seller.

                  5.       REPRESENTATIONS AND WARRANTIES OF PURCHASER.

                  (a)      Purchaser hereby  represents and warrants that it has
all requisite  corporate power and authority to enter into this Agreement and to
carry out the transactions  contemplated  hereby and has all power and authority
to execute, deliver and perform this Agreement.

                  (b)      This Agreement,  when executed by Todd Crow on behalf
of  Purchaser,  shall  constitute  the valid and legally  binding  obligation of
Purchaser, enforceable against Purchaser in accordance with its terms, except as
may be  limited  by  bankruptcy,  insolvency  or other  similar  laws or general
principles of equity.

                  (c)      The  execution  and  delivery  of this  Agreement  by
Purchaser, and the consummation by Purchaser of the transactions contemplated by
this  Agreement,  do not and will  not,  with the  passage  of time or giving of
notice or both,  constitute a violation of, be in conflict  with, or require any
consent  under (i)  Purchaser's  organizational  documents,  (ii) any  contract,
agreement,  commitment,  undertaking or  understanding  to which  Purchaser is a
party or to which  Purchaser  or any of  Purchaser's  properties  are subject or
bound,  (iii) any  judgment,  decree or




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order of any  governmental  authority to which  Purchaser or any of  Purchaser's
properties are subject or bound, or (iv) any applicable law.

                  6.       INDEMNITY.   Each  party  (an   "Indemnitor")   shall
protect,  defend, indemnify and hold harmless the other party and its successors
and assigns,  its officers and directors and their successors,  from and against
any and all claims,  actions  and suits,  and from and against and in respect of
any and all  liabilities,  losses,  damages,  costs,  attorneys'  fees, or other
liabilities  and  expenses  which may be suffered or incurred by such persons by
reason  of  or  as  a  result  of  the  breach  of  any  of  such   Indemnitor's
representations and warranties in this Agreement.

                  7.       FURTHER  ASSURANCES.  Purchaser and Seller each agree
to take such actions reasonably requested by the other,  including the execution
of documents,  as necessary to complete the  transactions  contemplated  by this
Agreement.

                  8.       BINDING EFFECT.  This Agreement shall be binding upon
and  enforceable  by, and shall inure to the benefit of, the parties  hereto and
their respective successors and assigns.

                  9.       GOVERNING  LAW. This  Agreement  shall be governed by
and construed in accordance  with the laws of the State of  California,  without
regard to its conflict of law rules to the extent such rules would apply the law
of another jurisdiction.

                  10.      COUNTERPARTS.  This  Agreement may be executed in any
number of counterparts  (which may be facsimile copies),  each of which shall be
deemed an original, but all of which, together shall constitute one and the same
instrument.

                  11.      ATTORNEYS'  FEES.  In the  event  of  any  litigation
arising out of this Agreement,  the party who is determined to be the prevailing
party shall be entitled to recover from the other party its attorneys'  fees and
costs of suit incurred in such action.

                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
as of the date first set forth above.

GBV Tri-Power Fund, LLC                     THE RICEX COMPANY
a California limited liability company      a Delaware corporation
("Seller")                                  ("Purchaser")



By: /s/ DAVID T. REED                       By: /s/ TODD CROW
   ----------------------------------          ---------------------------------
Title: David T. Reed, CFO                   Title:    RICEX CFO
      -------------------------------             ------------------------------










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EXHIBIT A



                      ASSIGNMENT SEPARATE FROM CERTIFICATE



         FOR VALUE  RECEIVED,  GBV  Tri-Power  Fund,  LLC, a California  limited
liability  company  ("Assignor")  hereby sells,  assigns and transfers  unto THE
RICEX COMPANY  ("Assignee"),  One Million Three Hundred Forty-Six  Thousand Nine
Hundred  Sixty-four  (1,346,964)  Class I warrants  (the "Class I Warrants")  to
purchase an  equivalent  number of shares of common stock of The RiceX  Company,
Six Hundred  Seventy-three  Thousand Four Hundred Eighty-two  (673,482) Class II
warrants (the "Class II Warrants") to purchase an equivalent number of shares of
common  stock of The RiceX  Company,  and One Million Ten  Thousand  Two Hundred
Twenty-three  (1,010,223)  Class III  warrants  (the "Class III  Warrants"  and,
together  with the  Shares,  the Class I  Warrants  and the  Class II  Warrants,
collectively  the  "Securities")  to purchase an equivalent  number of shares of
common  stock of The RiceX  Company,  and together  with all other  tangible and
intangible  assets  and  interests  Assignor  has in The  RiceX  Company,  which
Securities  stand in  Assignor's  name on the books and records of said company,
and Assignor does hereby irrevocably constitute and appoint the Secretary of The
RiceX Company as  attorney-in-fact  to transfer such securities on the books and
records of The RiceX  Company with full power of  substitution  in the premises.
This Assignment  Separate from  Certificate  has been executed  pursuant to that
certain Stock Transfer  Agreement by and between  Assignor and Assignee dated as
of even date  herewith,  and is  subject to the terms and  conditions  contained
therein.




Dated:  April 2, 2004                   GBV TRI-POWER FUND, LLC
                                        a California limited liability company



                                        By: /s/ DAVID T. REED
                                           ----------------------------------
                                        Title: David T. Reed, CFO
                                              -------------------------------