<PAGE>

                                                                   EXHIBIT 10.49

                              EMPLOYMENT AGREEMENT



         This employment agreement (the "Agreement") is entered into as of April
1, 2000 between The RiceX Company, Inc., a Delaware corporation (the "Company"),
and Daniel L. McPeak, Sr. (the "Employee");

         WHEREAS, the Board of Directors of the Company (the "Board") has
approved and authorized the entry into this Agreement with the Employee; and

         WHEREAS, the parties desire to enter into this Agreement setting forth
the favorable terms and conditions for the employment relationship of the
Employee with the Company with particular recognition of Employee's status as a
founder of the Company and inventor of important elements of its technology and
with special note of the many sacrifices and contributions made to the Company
since its inception.

         NOW, THEREFORE, IT IS AGREED as follows:

          1.   EMPLOYMENT. The Employee is employed as Chairman of the Board of
Directors and Chief Executive Officer of the Company. In this capacity, the
Employee shall be responsible for advising the Company on matters concerning its
technology and other strategic matters for the positioning of the Company's
products worldwide, in addition to such other duties and responsibilities as the
Board shall designate and are not inconsistent with the Employee's position with
the Company, including the performance of duties with respect to any
subsidiaries of the Company.

          2.   TERM. This Agreement shall be effective as of April 1, 2000 (the
"Effective Date"). Subject to the foregoing, the term of employment under this
Agreement shall be for the period commencing on the Effective Date and ending on
March 31, 2003, unless terminated earlier pursuant to Section 7 hereof.
Thereafter, for a five year period commencing April 1, 2003 and ending on March
31, 2007 (the "Consulting Period"), this Agreement shall convert to a consulting
agreement on the same terms and conditions except that Employee shall be a
consultant to the Company providing Forty (40) hours of service per month or as
required. The term of this Agreement shall thereafter be renewed automatically
for succeeding one-year terms, unless either party gives written notice to the
other at least sixty (60) days prior to the expiration of the initial term (or,
if applicable, any extended term) of his or its election not to extend such
employment for the subsequent term.

          3.   COMPENSATION. During the first two years of this Agreement,
Company shall pay Employee a base salary of Two Hundred Fifty Thousand Dollars
($250,000) per year. During the Consulting Period, the Company shall pay
Employee a base salary of One Hundred Twenty-Five Thousand Dollars ($125,000)
per year. If, during the term of the consulting period, the Company's annual
sales revenues reach or exceed Twelve Million Dollars ($12,000,000), the
consulting fee shall be increased to One Hundred Seventy-Five Thousand Dollars
($175,000)


<PAGE>

per year. Salary payments will be payable in periodic installments in accordance
with the Company's pay schedule, but not less than twice per month. The base
salary will be reviewed by the Board at least annually, and shall be adjusted to
compensate for cost of living adjustments in the Sacramento metropolitan area
and the salary levels of executive officers of similarly situated companies.
Additional increases, if any, shall be within the sole discretion of the Board.
Participation in deferred compensation, discretionary bonus, retirement, and
other employee benefit plans and fringe benefits shall not reduce the base
salary payable to the Employee under this Section 3.

               3.1. VACATION AND SICK LEAVE. Employee shall be entitled to four
weeks of vacation each calendar year. Employee's vacation shall accrue at the
rate of thirteen and one-thirds (13-1/3) hours per month but in no event shall
Employee's total accrued vacation exceed eight (8) weeks. Employee shall be
entitled to sick leave in accordance with the Company's sick leave policy.

               3.2. STOCK OR STOCK OPTION PLAN. As additional compensation for
Employee's services, the Company shall grant, and/or shall cause its affiliates,
successors, or assigns to grant, to Employee equity compensation in the form of
options to purchase 2,000,000 shares of the Company's common stock under the
Company's 1997 Stock Option Plan on the terms set forth in Exhibit "A" attached
hereto.

          4.   BUSINESS EXPENSES. During the term of this Agreement to the
extent that such expenditures satisfy the criteria under the Internal Revenue
Code for deductibility by the Company (whether or not fully deductible by the
Company) for federal income tax purposes as ordinary and necessary business
expenses, the Company shall reimburse Employee promptly for reasonable business
expenditures, including travel, entertainment, lease of an automobile acceptable
to Employee and all expenses associated therewith, parking, business meetings,
professional dues, made and substantiated in accordance with policies, practices
and procedures established from time to time by the Company generally with
respect to other senior employees and incurred in the pursuit and furtherance of
the Company's business and good will.

          5.   CHANGE IN CONTROL. If there should occur a "change in control" of
the Company (or any successor), as defined below, then Employee, without
limitation on any other rights hereunder, may, within six (6) months after first
receiving notice (which may be oral) of such event, elect to retire from service
to the Company and to render, on a non-exclusive basis, only such consulting and
advisory services to the Company as Employee may reasonably accept. Any such
consulting and advisory services and the conditions under which they shall be
performed shall be fully in keeping with the position or positions Employee held
under this Agreement. In the event of such election by Employee, the salary,
bonus and benefits to which Employee is entitled under this Agreement shall be
discontinued as of the later of (i) six (6) months after the date of such
election, (ii) subsequent full-time employment with another enterprise, or (iii)
the expiration of the term of this Agreement.

     For purposes of the foregoing provisions, a "change of control" means, and
shall be deemed to have taken place, if: (i) any person or entity or group of
affiliated persons or entities, including a group which is deemed a "person" by
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the date hereof first acquires in one or more




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transactions, at least one of which is after the date of this Agreement,
ownership of 50% or more of the outstanding shares of any class of stock then
entitled to vote in the election of directors of the Company, and (ii) as a
result of, or in connection with, any such acquisition or any related proxy
contest, cash tender or exchange offer, merger or other business combination,
sale of all or substantially all of the assets of the Company or any combination
of the foregoing transactions (other than a transaction unanimously approved by
the members of the Board voting thereon), hereinafter referred to as a
"Transaction," the persons who were directors of the Company immediately before
the acquisition shall cease to constitute three-fourths of the membership of the
Board or any successor to the Company during the period commencing with the
consummation of the Transaction and ending on the first to occur of the first
anniversary of such date or the conclusion of the next meeting of shareholders
to elect directors, except to the extent that any new directors during such
period were elected or nominated by at least three-fourths of such persons (or
new directors who were so nominated or elected). "OWNERSHIP" means beneficial or
record ownership, directly or indirectly, other than (i) by a person owning such
shares merely of record (such as a member of a securities exchange, a nominee,
or a securities depositary system), (ii) by a person as a bona fide pledgee of
shares prior to a default and determination to exercise powers as an owner of
the shares, (iii) by a person who is not required to file statements on Schedule
13D by virtue of Rule 13d-1(b) of the Securities and Exchange Commission under
the Exchange Act, or (iv) by a person who owns or holds shares as an underwriter
acquired in connection with an underwritten offering pending and for purposes of
their public resale or planned private placement in increments of less than such
50% amount. Without limitation, the right to acquire ownership shall not of
itself constitute ownership of shares.

          6.   PARTICIPATION IN RETIREMENT AND EMPLOYEE BENEFIT PLANS. The
Employee shall be entitled to participate in any plan of the Company relating to
stock options, stock purchases, pension, thrift, profit sharing, life insurance,
medical coverage, education, or other retirement or employee benefits that the
Company may adopt or maintain from time to time for the benefit of its executive
employees. In addition, the Employee shall be entitled to participate in any
other fringe benefits that become applicable to the Company's executive
employees. The benefits provided under this Section 6 shall cease upon the
Employee's Date of Termination (as defined below). Nothing in this Agreement
shall limit the Company's ability to adopt, terminate or amend any such benefits
at any time; provided however, the aggregate amount of benefits provided to the
Employee shall not be decreased from the amount being provided on the date
hereof.

          7.   TERMINATION. The Employee's employment may be terminated under
the following circumstances:

               (a)  DEATH OR DISABILITY. The Employee's employment hereunder
shall terminate upon his death or upon his Disability. For purposes of this
Agreement, Disability shall mean commencement of benefits to the Employee based
on full disability as defined under the Company's group disability insurance
policy, if any, in effect at the time of that event; and in the absence of any
such policy, the absence of the Employee from full time performance of his
duties for a period in excess of ninety (90) consecutive days due to incapacity
of the Employee from physical or mental illness.




                                       3
<PAGE>


                    (b)  CAUSE. The Company may terminate Employee's employment
for Cause. For purposes of this Agreement, "Cause" shall mean Employee's
conviction by, or entry of a plea of guilty or nolo contendere in a court of
competent and final jurisdiction for a felony which involves moral turpitude or
the final adjudication that Employee has committed an act of fraud upon the
Company.

                    (c)  WITHOUT CAUSE OR FOR GOOD REASON. Notwithstanding any
other provision of this Section 7, the Company shall have the right to terminate
Employee's employment with the Company without Cause, and the Employee may
terminate his employment with the Company for Good Reason. For the purposes of
this Agreement, "Good Reason" shall mean (1) a reduction in the Employee's base
salary; or (2) a material demotion; or (3) a material reduction in the
Employee's responsibilities or authority; or (4) an involuntary relocation of
the place of the Employee's employment with the Company more than twenty (20)
miles away from El Dorado Hills (excluding business travel consistent with the
Employee's duties to the Company); or (5) any material breach of this Agreement
by the Company which, in each of the cases described in causes (1) through (5),
above, is not cured within fifteen (15) days after Employee gives written notice
to the Company stating the nature of the claimed breach.

                    (d)  TERMINATION DUE TO EMPLOYEE'S DEATH OR DISABILITY. If
the Employee's employment with the Company terminates due to his death, then the
Company shall continue to pay the base salary, bonus and benefits payable to the
Employee through the end of the month in which such termination occurs. If the
Employee's employment with the Company terminates due to his Disability, the
Company shall pay the Employee the base salary, bonus and benefits payable to
the Employee for the remainder of the term, reduced by any monies paid to the
Employee through Company-sponsored disability coverage. In either event, the
Company shall also pay the Employee all salary, unused vacation, earned bonuses,
and other benefits, if any, which are accrued, owing and unpaid at the date of
termination.

                    (e)  TERMINATION FOR CAUSE OR WITHOUT GOOD REASON. If the
Company terminates the Employee's employment with the Company for Cause, or if
the Employee resigns his employment with the Company without Good Reason, then
the Company shall pay the Employee all salary, unused vacation, earned bonuses,
and other benefits, if any, which are accrued, owing and unpaid at the date of
termination.

                    (f)  TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. If the
Company terminates the Employee's employment with the Company without "Cause,"
or the Employee resigns for "Good Reason," then the Company shall pay the
Employee the base salary, bonus and benefits payable to the Employee under this
Agreement for the remainder of the term. The Company shall also pay the Employee
all salary, unused vacation, earned bonuses, and other benefits, if any, which
are otherwise accrued, owing and unpaid at the date of termination.

                    (g)  EXCLUSIVE REMEDY. Employee agrees that the payments
expressly provided and contemplated by this Agreement shall constitute the sole
and exclusive obligation





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<PAGE>

of the Company in response of Employee's employment with and relationship to the
Company and that the payment thereof shall be the sole and exclusive remedy for
any termination of Employee's employment. Employee covenants not to assert or
pursue any other remedies, at law or in equity, with respect to any termination
of employment. The Company shall be entitled to require, as a condition of
payment of the sums due upon termination, that the Employee execute and deliver,
and (if revocation is otherwise allowed under federal age discrimination law)
not revoke for seven days, a general release by the Employee in form and content
satisfactory to the Company in which the Employee releases the Company and its
affiliates from all claims and liabilities that may relate to the Employee's
employment by the Company and/or arise under any state of federal laws relating
to employment. This release shall not excuse or impair timely payment by the
Company of any sums due under this Agreement.

                    (h)  NOTICE OF TERMINATION. Any purported termination of the
Employee's employment by the Company or by him shall be communicated by written
Notice of Termination to the other party hereto in accordance with Section 7.
"Notice of Termination" shall mean a notice that shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Employee's employment under the provision so indicated.

                    (i)  DATE OF TERMINATION. "Date of Termination" shall mean
(1) if the Employee's employment is terminated by his death or Disability, the
date of his death or date of determination of his Disability; (2) if the
Employee's employment is terminated by the Company for Cause, the date specified
in the Notice of Termination (which shall not be less than ten (10) days from
the date such Notice of Termination is given), and (3) if the Employee's
employment is terminated for any other reason, the date specified in the Notice
of Termination.

          8.   NO ASSIGNMENTS.

                    (a)  This Agreement is personal to each of the parties
hereto. No party may assign or delegate any rights or obligations hereunder
without first obtaining the written consent of the other party hereto;
provided that in the case of the Company such rights and obligations shall
inure to the benefit of and be binding upon any successor corporation or
entity with which the Company may be merged or otherwise combined or which
may acquire the Company's assets in whole or substantial part.

                    (b)  This Agreement shall inure to the benefit of and be
enforceable by the Employee and his personal or legal representatives,
executors, administrators, successors, heirs, distributees, devises and
legatees. If the Employee should die, payments due to the Employee hereunder
shall be paid in accordance with the terms of this Agreement to his devisee,
legatee or other designee or, if there is no such designee, to his estate,
unless otherwise provided herein.

          9.   NOTICE. For purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
certified or registered mail, return receipt requested, postage prepaid, to the
Employee's address set forth on the signature page hereto and to The RiceX
Company, 1241 Hawk's Flight Court, El Dorado Hills, California



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95762, or to such other address as either party may have furnished to the other
in writing in accordance herewith, except that notice of change of address shall
be effective only upon receipt; provided that all notices to the Company shall
be directed to the attention of the Board with a copy to the Secretary of the
Company.

          10.  NONCOMPETITION; CONFIDENTIAL INFORMATION. As a condition to his
employment by the Company, Employee shall execute and deliver to the Company a
Confidential Information Agreement in the form of Exhibit "B" attached hereto.

          11.  SECTION HEADINGS. The section headings used in this Agreement are
included solely for convenience and shall not affect, or be used in connection
with, the interpretation of this Agreement.

          12.  SEVERABILITY. Any provision of this Agreement that is deemed
invalid, illegal or unenforceable in any jurisdiction shall, as to that
jurisdiction and subject to this section, be ineffective to the extent of such
invalidity, illegality or unenforceability, without affecting in any way the
remaining provisions hereof in such jurisdiction or rendering that or any other
provisions of this Agreement invalid, illegal, or unenforceable in any other
jurisdiction. If the covenant should be deemed invalid, illegal or unenforceable
because its scope is considered excessive, such covenant shall be modified so
that the scope of the covenant is reduced only to the minimum extent necessary
to render the modified covenant valid, legal and enforceable.

          13.  ENFORCEMENT. This Agreement shall be interpreted in accordance
with the laws of the state of California and will be adjudicated in the Superior
Court of California in and for the County of El Dorado.

          14.  COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

          15.  ATTORNEYS' FEES. In the event of the bringing of any action by
any party hereto against any other party arising out of this Agreement, the
party who is determined to be the prevailing party shall be entitled to recover
from the other party all costs and expenses of suit, including reasonable
attorneys' fees.

          16.  MISCELLANEOUS. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by the Employee and such officer as may be specifically
designated by the Board. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
either party that are not expressly set forth in this Agreement.



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<PAGE>


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

                                       THE  RICEX COMPANY
                                       a Delaware corporation
                                       (the "Company")



                                      By:     /s/ TODD C. CROW
                                         _____________________________________
                                              Its: Chief Financial Officer____



                                              /s/ DANIEL L. MCPEAK
                                         ______________________________________
                                         Daniel L. McPeak, Sr. (the "Employee")

                                         Address:______________________________
                                         ______________________________________
                                         ______________________________________

















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<PAGE>


                                   EXHIBIT "A"


                                STOCK OPTION PLAN





<PAGE>


                                   EXHIBIT "B"


                       CONFIDENTIAL INFORMATION AGREEMENT
















<PAGE>



                      CONFIDENTIAL INFORMATION AGREEMENT
                      ----------------------------------

     PLEASE READ CAREFULLY: THIS DOCUMENT CONTAINS ASSIGNMENTS OF INVENTIONS
AND COPYRIGHTS, AND OTHER IMPORTANT PROVISIONS RELATING TO LEGAL RIGHTS.

     This Confidential Information Agreement (the "Agreement") is entered
into as of _________________, 2000, between The RiceX Company, a Delaware
corporation (the "Company") and Daniel L. McPeak, Sr. (referred to below as
"I").

     While serving as an employee, independent contractor, director or other
capacity with the Company (referred to, as the case may be, as "relationship"
below), I may have access to information about the Company or its business. I
acknowledge that the Company has a legitimate interest in keeping this
information confidential in order to maximize the Company's business
opportunities. I confirm my intention to protect this information against
unauthorized use. Therefore, in consideration of my relationship with the
Company and other legal and adequate consideration, the receipt of which is
hereby acknowledged, I agree for the benefit of the Company that:

1.   PROVISIONS RELATED TO TRADE SECRETS

     (a)  PROPRIETARY INFORMATION. As used in this Agreement, "Proprietary
Information" means the following, whether now or later owned or existing,
whether or not marked "confidential," and however embodied or stored: (1) any
information (including without limitation any formula, pattern, compilation,
program, device, method, technique or process) relating to or owned by the
Company that derives independent economic value, actual or potential from not
being generally known to the public or to other persons who can obtain
economic value from its disclosure or use, and (2) any other invention, trade
secret, knowledge or information pertaining to the Company or the Company's
existing or prospective businesses, customers, suppliers, and others with
whom the Company does or intends to do business, which relates to products,
services, processes, know-how, designs, formulas, methods, work in process,
improvements, discoveries, plans for research, software programs, source or
object codes, algorithms, data, techniques, marketing, selling, business
plans, budgets, unpublished financial statements, licenses, prices, costs,
employee skills or compensation, or other matters.

     (b)  TRUST. I acknowledge that the Company possesses and will continue
to develop and acquire valuable Proprietary Information, including
information that I may develop or discover as a result of my relationship
with the Company. The value of that Proprietary relationship Information
depends on it remaining confidential. The Company depends on me to maintain
that confidentiality, and I accept that position of trust.

     (c)  PROHIBITED USE/DISCLOSURE. I will not disclose or use at any time,
either during or after my relationship with the Company, any Proprietary
Information except for the exclusive benefit of the Company as required by my
duties for the Company, or as the Company expressly may consent to in
writing. I will cooperate with the Company and use my best efforts to prevent
the unauthorized disclosure, use or reproduction of Proprietary Information,
except as expressly authorized by the Company.

<PAGE>


     (d)  RETURN OF INFORMATION. Upon the end of my relationship with the
Company for any reason, I immediately will deliver to the Company all
tangible, written, graphical machine readable and other materials (including
all copies) in my possession or under my control containing or disclosing
Proprietary Information.

     (e)  WAIVERS. I waive all claims and defenses I might otherwise have to
assert that the Company's procedure or lack of procedure to protect
Proprietary Information lessens or excuses any duty I have expressly agreed
to in this Agreement. I further waive any right I might otherwise have to
assert or claim that any acts or omissions of the Company outside this
Agreement constitute a set off, counterclaim or defense to any rights the
Company has under this Agreement.

     (f)  OTHER AGREEMENTS. I agree that I will not directly or indirectly
commit or cause a violation or breach of the Company's nondisclosure
obligations under any agreement to which the Company may be or become a
party. I will comply with the confidentiality provisions of, and execute such
confidentiality forms as may be required under, any contracts between the
Company and parties contracting with the Company.

2.   OWNERSHIP OF INVENTIONS

     (a)  INVENTIONS. As used in this Agreement, the term "inventions"
includes, but is not limited to, all inventions, original works of
authorship, ideas, patterns, devices, techniques, discoveries, improvements,
processes, developments, designs, know-how, data, programs, formulas, source
and object codes, methods, diagrams, technology and trade secrets, whether or
not reduced to practice or the subject of any governmental filings.

     (b)  ASSIGNMENT TO COMPANY. I agree to communicate to the Company as
promptly and fully as practicable all Inventions conceived or reduced to
practice by me (alone or jointly by others) at any time during my
relationship with the Company. I hereby assign to the Company and/or its
nominees all my right, title and interest in such Inventions, and all my
right, title and interest in any patents, copyrights, mask work rights,
trademarks, and service marks, and all applications, registrations, and other
filings or rights related thereto on a worldwide basis (collectively referred
to for convenience as "Proprietary Filings"). I will assist the Company
and/or its nominees (without charge but at no expense to me) at any time and
in every lawful way to obtain for its and/or their own benefit, all
Proprietary Filings for all such Inventions anywhere in the world and to
enforce its and/or their rights in legal proceedings.

     (c)  LABOR CODE EXCEPTION. Any provision in this Agreement requiring me
to assign my rights in any Invention does not apply to an Invention which
qualifies under the provisions of Section 2870 of the California Labor Code.
That section provides that the requirement to assign "shall not apply to an
invention that the employee developed entirely on his or her own time without
using the employer's equipment, supplies, facilities, or trade secret
information except for those inventions that either (1) relate at the time of
conception or reduction to practice of the invention to the employer's
business, or actual or demonstrably anticipated research or development of
the employer; or (2) result from any work performed by the employee for the
employer. I understand that I bear the burden of proving that an Invention
qualifies under Section 2870.

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<PAGE>

     (d)  U.S. CONTRACTS. Notwithstanding the foregoing, I also assign to the
Company (or to any of its nominees) all rights which I may have or acquire in
any Invention, full title to which is required to be in the United States by
a contract between the Company and the United States or any of its agencies.

     (e)  POWER OF ATTORNEY. I hereby irrevocably designate and appoint the
Company and each of its duly authorized officers and agents as my agent and
attorney-in-fact to act for and in my behalf and stead to execute and file
any document and to do all other lawfully permitted acts to further the
prosecution, issuance and enforcement of Proprietary Filings with the same
force and effect as if executed and delivered by me.

     (f)  LIST OF EXCLUDED INVENTIONS. I have attached hereto as Exhibit "A"
a complete list of all Inventions that I consider to be my property or owned
by others and that I wish to exclude from this Agreement (with only generic
listings if specific disclosure would violate any prior agreement). If no
items are listed, I agree that there are no such items.

3.   OTHER PROMISES

     (a)  NO COMPETITION DURING MY RELATIONSHIP WITH THE COMPANY. During my
relationship with the Company, I will not, without the Company's express
written consent, engage in any employment or business other than for the
Company, or cause or assist (in any manner) in the formation or operations of
any business competitive with or similar to the existing or future business
of the Company.

     (b)  NO SOLICITATION/USE OF PROPRIETARY INFORMATION. I agree that during
my relationship with the Company, and for one (1) year following its
termination by me or by the Company, I will not: (1) directly or indirectly,
alone or working for others, solicit business as to products or services
similar to the products or services of the Company from any of the Company's
customers or prospective customers with whom I have had any contact prior to
the end of my relationship with the Company, or (2) solicit for employment
any person employed by the Company (or its affiliates or successors). I agree
that the identity of the Company's suppliers and customers and the related
terms of dealing constitute trade secrets of the Company and that the
foregoing promise is a reasonable means of protecting the Company's trade
secrets from the inevitable disclosure that would result from a violation of
the foregoing covenants.

     (c)  NO CONFLICT WITH OTHER AGREEMENTS. My relationship with the Company
and my compliance with this Agreement do not and will not breach any
agreement to keep in confidence information acquired by me prior to or
outside of my relationship with the Company. I have not brought and will not
bring with me to the Company for use in the performance of my duties at the
Company any materials, documents or information of a former employer or any
third party that are not generally available to the public unless I have
obtained (and first given to the Company) express written authorization from
the owner for their possession and use by or for the Company. I will not use
or disclose to the Company during my relationship with the Company any
information if that use or disclosure would cause me to violate any
contractual or legal duty to any third party. I have not entered into, and
will not enter into, any agreement, either oral or written, in conflict with
this Agreement. I am not obligated under any contract or other agreement, or
subject to any judgment, decree or order of any court or administrative

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<PAGE>

agency, that would interfere with the use of my best efforts to promote the
interests of the Company or that would conflict with the Company's existing
or proposed business known to me.

4.   GENERAL

     (a)  AMENDMENT. My obligations under this Agreement may not be modified
or terminated, in whole or in part, except in a writing signed by the
President of the Company. Any waiver by the Company of a breach of any
provision of this Agreement will not operate or be construed as a waiver of
any subsequent breach.

     (b)  SEVERABILITY/INTERPRETATION. Each provision of this Agreement will
be treated as a separate and independent clause, and the unenforceability of
any one provision will in no way impair the enforceability of any other
provision. If any provision is held to be unenforceable, such provision will
be construed by the appropriate judicial body by limiting or reducing it to
the minimum extent necessary to make it legally enforceable. If any provision
hereof is considered unclear or ambiguous, it shall not be construed against
the Company but instead shall be construed to give effect to the interests of
the Company consistent with the specific provisions of this Agreement.

     (c)  SURVIVAL OF MY OBLIGATIONS. My obligations under this Agreement
will survive the termination of my employment or other relationship and any
other contract with the Company, regardless of the cause, lack of cause, or
manner of such termination. This Agreement will inure to the benefit of and
be binding upon the successors and assigns of the Company.

     (d)  NO IMPLIED TERMS. I understand that the provisions of this
Agreement are a material condition to my relationship with the Company. I
also understand that this Agreement is not an employment contract, and
nothing in this Agreement shall create or imply (1) any right to require the
Company to employ or continue to employ me, or otherwise enter into or
continue any contract with me, (2) any particular terms of employment or
other relationship, or (3) any limitation on the right of the Company or me
to end my employment or other relationship.

     (e)  REMEDIES AND ATTORNEYS' FEES. Any breach of this Agreement likely
will cause irreparable harm to the Company for which money damages could not
reasonably or adequately compensate the Company. Accordingly, I agree that
the Company will be entitled to a court order of specific performance of this
Agreement and injunctive relief to enforce this Agreement, in addition to
damages and other remedies available to the Company by contract or by law. If
any action or proceeding shall be commenced to enforce this Agreement or any
right arising in connection with this Agreement, the prevailing party in such
action or proceeding shall be entitled to recover from the other party, the
reasonable attorneys' fees, costs and expenses incurred by such prevailing
party in such action and any related appeals, bankruptcy, collection or
enforcement proceedings.

     (f)  APPLICABLE LAW. This Agreement will be governed by and interpreted
in accordance with the laws of the State of California governing a contract
made in and between residents of California and wholly performed within
California.

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<PAGE>

     COMPLETE AGREEMENT. This Agreement contains the complete agreement
between the Company and me concerning the subject matter hereof and
supersedes all other agreements and written or oral understandings. This
Agreement may be executed in counterparts.

                                        /s/ DANIEL L. MCPEAK
                                        ----------------------------------
                                        (Signature)


                                        Daniel L. McPeak
                                        ----------------------------------
                                        (Print Name)


AGREED AND ACKNOWLEDGED:



The RiceX Company
a Delaware corporation



By: /s/ TODD C. CROW
   ---------------------




















                                       5
<PAGE>



                                       EXHIBIT "A"

                                LIST OF PRIOR INVENTIONS
                                ________________________


Title                              Date                       Identifying Number
-----                              ----                     Or Brief Description
                                                            ____________________

























                                       6