EXHIBIT 4.1

                                                                        SOP03009

THIS  OPTION  HAS BEEN  ISSUED  PURSUANT  TO  EXEMPTIONS  FROM THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT OF 1933,  AS AMENDED (THE "ACT"),  AND THE
QUALIFICATION  REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS (THE "LAWS"). IT
IS UNLAWFUL TO EXERCISE,  SELL,  PLEDGE OR OTHERWISE  DISPOSE OF THIS OPTION, OR
ANY INTEREST THEREIN, OR RECEIVE ANY CONSIDERATION  THEREFOR,  IN THE ABSENCE OF
AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE ACT AND QUALIFICATION  UNDER THE
LAWS, UNLESS  EXEMPTIONS FROM SUCH  REGISTRATION AND QUALIFICATION  REQUIREMENTS
ARE AVAILABLE.

THIS OPTION MAY BE  EXERCISED  ONLY IN  ACCORDANCE  WITH THE TERMS OF THIS STOCK
OPTION AGREEMENT.


                                THE RICEX COMPANY

               BOARD MEMBER - NONSTATUTORY STOCK OPTION AGREEMENT
               --------------------------------------------------

     The RiceX Company, a Delaware corporation (the "Company"), hereby grants to
JAMES C.  LINTZENICH  (the  "Optionee"),  an option (the "Option") to purchase a
total of 50,000  shares of common  stock,  par value $.001,  of the Company (the
"Common  Stock") at an exercise price (the "Exercise  Price") equal to $0.25 per
share,  which is equal to the fair market value of the Company's Common Stock on
the date of the grant,  in all respects  subject to the terms,  definitions  and
provisions of this Nonstatutory Stock Option Agreement (the "Agreement").

         1.  Nature of the Option.  The Option is intended to be a  nonstatutory
option and not an incentive  stock  option  within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").

         2.  Payment of Exercise Price.

             (a) Method of  Payment.  Payment of the  Exercise  Price for shares
purchased  upon  exercise  of the Option  shall be made (i) by  delivery  to the
Company of cash or a check to the order of the Company in an amount equal to the
purchase  price of such shares;  (ii) subject to the consent of the Company,  by
delivery to the Company of shares of Common  Stock of the Company  then owned by
the Optionee having a fair market value equal in amount to the purchase price of
such  shares in  accordance  with  Section  2(b);  or,  (iii) by any other means
approved by the Board of Directors and which is consistent  with applicable laws
and regulations  (including,  without  limitation,  the provisions of Rule 16b-3
under the  Securities  Exchange Act of 1934 and  Regulation T promulgated by the
Federal Reserve Board); or (iv) by any combination of such methods of payment.












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             (b) Method of Payment - Public Market.  In the event there exists a
public market for the Company's Common Stock on the date of exercise, payment of
the exercise  price may be made by surrender of shares of the  Company's  Common
Stock. In this case payment shall be made as follows:

                 (i) Optionee  shall  deliver to the  Secretary of the Company a
written  notice  which  shall set forth the  portion of the  purchase  price the
Optionee  wishes  to pay with  Common  Stock,  and the  number of shares of such
Common Stock the Optionee intends to surrender  pursuant to the exercise of this
Option, which shall be determined by dividing the aforementioned  portion of the
purchase  price by the  average of the last  reported  bid and asked  prices per
share of Common  Stock of the  Company,  as reported in The Wall Street  Journal
(or, if not so reported,  as otherwise  reported by the National  Association of
Securities  Dealers  Automated  Quotation  (NASDAQ)  System or, in the event the
Common  Stock is listed on a  national  securities  exchange,  or on the  NASDAQ
Small-Cap Market of any successor  national market system,  the closing price of
Common  Stock of the  Company on such  exchange  as  reported in The Wall Street
Journal) for the day on which the notice of exercise is sent or delivered;

                 (ii)  Fractional  shares shall be disregarded  and the Optionee
shall  pay in cash an  amount  equal to such  fraction  multiplied  by the price
determined under subparagraph (i);

                 (iii)  The  written  notice  shall  be  accompanied  by a  duly
endorsed blank stock power with respect to the number of Shares set forth in the
notice,  and the  certificate(s)  representing said Shares shall be delivered to
the Company at its principal offices within three (3) working days from the date
of the notice of exercise;

                 (iv) The Optionee  hereby  authorizes and directs the Secretary
of  the  Company  to  transfer  so  many  of  the  Shares  represented  by  such
certificate(s) as are necessary to pay the purchase price in accordance with the
provisions herein;

                 (v) If any such transfer of Shares  requires the consent of the
California  Commissioner  of  Corporations  or of some  other  agency  under the
securities  laws of any other state, or an opinion of counsel for the Company or
Optionee that such transfer may be effected under  applicable  federal and state
securities  laws, the time periods  specified  herein shall be extended for such
periods as the necessary  request for consent to transfer is pending before said
commissioner or other agency,  or until counsel renders such an opinion,  as the
case may be. All parties agree to cooperate in making such request for transfer,
or in  obtaining  such  opinion of counsel,  and no  transfer  shall be effected
without such consent or opinion if required by law; and

                 (vi)  Notwithstanding any other provisions herein, the Optionee
shall only be permitted to pay the purchase  price with shares of the  Company's
Common Stock owned by him as of the  exercise  date in the manner and within the
time periods allowed under Rule 16b-3 promulgated under the Securities  Exchange
Act of 1934 as such regulation is presently  constituted,  as it is amended from
time to time,  and as it is  interpreted  now or hereafter








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by the Securities and Exchange  Commission and any such shares have been held by
the Optionee for not less than six (6) months.

         3.  Exercise of Option.  The Option  shall vest and become  exercisable
during its term, subject to the provisions of Section 5 below, as follows:

             (a) Vesting and Right to Exercise.

                 (i) The Option hereby granted shall vest and become exercisable
on a prorated  basis over a  twelve-month  period  beginning  June 26, 2003. The
option will be fully vested on June 25, 2004.

     Subject  to the  provisions  of  subparagraph  (ii) and  (iii)  below,  the
Optionee  can  exercise  any portion of the Option,  which has vested  until the
expiration of the Option term.

     If a "change of control" of the Company  should  occur,  as defined  below,
then the Option  shall  immediately  vest and become  exercisable  in full.  For
purposes of the foregoing provision,  a "change in control" means the occurrence
of any of the following:

                     (A) any  "person,"  as such term is used in Sections  13(d)
and 14(d) of the  Securities  Exchange Act of 1934,  as emended  (the  "Exchange
Act")  (other than the Company or its existing  shareholders)  is or becomes the
"beneficial  owner" (as defined in Rule 13d-3 under the Exchange Act),  directly
or  indirectly,  of  securities  of the Company (or a successor  to the Company)
representing  50% or more of the combined  voting power of the then  outstanding
securities of the Company or such successor;

                     (B) the  dissolution  of the Company or liquidation of more
than 50% or more in value of the  assets of the  Company,  (ii) or any merger or
reorganization  of the Company  whether or not another  entity is the  survivor,
(iii) a  transaction  (other than the initial  public  offering of the Company's
shares)  pursuant  to which  holders,  as a group,  of all of the  shares of the
Company  outstanding before the transaction,  hold, as a group, less than 50% of
the combined  voting power of the Company or any successor  company  outstanding
after the  transaction,  or (iv) any other  event or series of events  which the
Optionee determines, in his discretion,  would materially alter the structure of
the Company or its ownership.

                 (ii) In the event of the Optionee's  death,  disability,  other
termination  of  employment  or  ceases  to be a member  of the  Board  prior to
exercise, the exercisability of the Option shall be governed by Section 5 below.

                 (iii) The Option may be  exercised  in whole or in part but may
not be exercised as to fractional shares.

             (b) Method of  Exercise.  In order to  exercise  any portion of the
Option, the Optionee shall execute and deliver to the Chief Financial Officer of
the Company the Notice of Exercise of Stock Option in the form  attached  hereto
as Exhibit "A," together with the Consent of Spouse. The Notice of Exercise must
be accompanied by payment in full of the







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aggregate  purchase  price  for  the  Shares  to be  purchased  in the  type  of
consideration set forth in Section 2. The Notice of Exercise may be delivered to
the  Company  at any time.  The  certificate(s)  for the  Shares as to which the
Option has been  exercised  shall be  registered  in the name of Optionee or his
designee.

             (c)  Restrictions on Exercise.  This Option may not be exercised if
the  issuance  of the  shares  upon such  exercise  or the  method of payment of
consideration  for such shares would  constitute  a violation of any  applicable
federal or state  securities law or any other law or regulation.  As a condition
to the exercise of the Option,  the Company may require the Optionee to make any
representation  or warranty to the Company at the time of exercise of the Option
as in the  opinion of legal  counsel  for the  Company  may be  required  by any
applicable  law or  regulation,  including  the  execution  and  delivery  of an
appropriate  representation  statement.  The stock certificate(s) for the Shares
issued upon  exercise  of the Option may bear  appropriate  legends  restricting
transfer.

             (d)  Delivery  of  Certificates.  The  Company  shall  deliver  the
certificate(s) for the Shares issued upon exercise of the Option to the Optionee
as soon as is  practicable;  provided,  however,  that if any law or  regulation
requires  the  Company to take action  with  respect to such  shares  before the
issuance  thereof,  including,  without  limitation,  actions taken  pursuant to
Section 6 below,  then the date of delivery of such Shares shall be extended for
a period necessary to take such action.

         4.  Non-Transferability  of Option. This Option may be exercised during
the lifetime of the Optionee only by the Optionee and may not be  transferred in
any manner  other than by will or by the laws of descent and  distribution.  The
terms of this Option shall be binding upon the executors,  administrators, heirs
and successors of the Optionee.

         5. Term of the Option.  Except as otherwise provided in this Agreement,
to the extent not previously  exercised,  the right to exercise the Option shall
terminate on the tenth (10th) anniversary of the date of grant.  Notwithstanding
the foregoing, if an Optionee ceases to be a Board Member of the Company for any
reason, except death and disability,  he or she may, but only within ninety (90)
days  after  the date he or she  ceases  to be a Board  Member  of the  Company,
exercise his or her Option to the extent that he or she was entitled to exercise
it at the date of such  termination,  and in the case of the Optionee's death or
disability,   the   Optionee  (or  the   Administrator   or  Executor  or  other
Representative of the Optionee's estate) may, but only within one (1) year after
the date he or she ceases to be a Board  Member of the  Company  due to death or
disability, exercise his or her Option to the extent that he or she was entitled
to exercise it at the date of such  termination;  provided,  however  that in no
event may the Option be exercised  after the ten (10) year term has expired.  To
the extent that the  Optionee was not entitled to exercise an Option at the date
of such termination,  or if he or she does not exercise such Option (which he or
she was entitled to exercise) within the time specified herein, the Option shall
terminate.

         6.  Adjustments  Upon /Changes in  Capitalization;  Other  Adjustments.
Subject to any required action by the shareholders of the Company, the number of
Shares and the Exercise Price shall be proportionately adjusted for any increase
or  decrease in the number of issued  shares of Common  Stock  resulting  from a
stock split, reverse stock split, combination,



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reclassification,  the payment of a stock  dividend  on the Common  Stock or any
other  increase  or  decrease  in the  number of  shares of Common  Stock of the
Company  effected  without receipt of  consideration  by the Company;  provided,
however, that conversion of any convertible  securities of the Company shall not
be  deemed  to have been  "effected  without  receipt  of  consideration."  Such
adjustment shall be made by the Board, whose determination in that respect shall
be final, binding and conclusive.  Except as expressly provided herein, no issue
by the Company of shares of stock of any class, or securities  convertible  into
shares of stock of any class,  shall affect and no adjustment by reason  thereof
shall be made with respect to, the number of shares  subject to, or the Exercise
Price of, this Option.

         The  Board  may,  if it so  determines  in the  exercise  of  its  sole
discretion,  also make provision for adjusting the number of shares,  as well as
the  Exercise  Price,  in the  event  that  the  Company  effects  one  or  more
reorganizations,  recapitalizations,  rights  offerings,  or other  increases or
reductions of shares of its  outstanding  common stock,  and in the event of the
Company being consolidated with or merged into any other corporation;  provided,
however,  that in no event  shall the  Optionee  be  adversely  affected by such
adjustment.

         The  Board  may,  if it so  determines  in the  exercise  of  its  sole
discretion, also make provision for changing,  modifying,  amending or adjusting
any of the terms of this  Option  solely in order for the  Company  to perfect a
significant financing; provided, however, that in no event shall the Optionee be
adversely affected by such adjustment.

         7.  Rights  of  Shareholder.   Optionee  shall  have  no  rights  as  a
shareholder  with  respect to the shares  until the date of the  issuance or the
transfer to the  Optionee of the  certificate(s)  for such shares and only after
the Exercise Price for such shares has been paid in full.

         8. Amendment.  Except as set forth in Section 6, this Agreement may not
be amended without the written consent of the Optionee.

         9.  Income Tax  Withholding.  The  Optionee  authorizes  the Company to
withhold, in accordance with applicable law from any compensation payable to him
or her, any taxes  required to be withheld by federal,  state or local laws as a
result  of the  exercise  of  this  Option.  Furthermore,  in the  event  of any
determination  that the Company has failed to withhold a sum  sufficient  to pay
all withholding  taxes due in connection  with the exercise of this Option,  the
Optionee  agrees to pay the Company the amount of such deficiency in cash within
five (5) days  after  receiving  a written  demand  from the  Company  to do so,
whether or not Optionee is an employee or director of the Company at that time.

         10. Investment Representations; Legends.

             (a)  Representations.   The  Optionee   represents,   warrants  and
covenants that:

                 (i) Any shares  purchased upon exercise of this Option shall be
acquired for the Optionee's account for investment only, and not with a view to,
or for sale in connection  with, any  distribution of the shares in violation of
the Securities  Act of 1933 (the  "Securities  Act"),  or any rule or regulation
under the Securities Act.




<PAGE>
                 (ii) The  Optionee  has had such  opportunity  as he or she has
deemed adequate to obtain from  representatives  of the Company such information
as is  necessary  to permit the Optionee to evaluate the merits and risks of his
or her investment in the Company.

                 (iii) The  Optionee  is able to bear the  economic  risk of the
holding of such shares  acquired  pursuant to the exercise of this Option for an
indefinite period.

                 (iv) The Optionee understands that the Shares acquired pursuant
to the exercise of this Option are not  registered  under the Securities Act and
are "restricted  securities" within the meaning of Rule 144 under the Securities
Act and may not be transferred,  sold or otherwise disposed of in the absence of
an effective  registration  statement  with respect to the Shares filed and made
effective   under  the  Securities  Act  of  1933,  or  an  opinion  of  counsel
satisfactory  to the Company to the effect that  registration  under such Act is
not required.

By making payment upon exercise of this Option,  the Optionee shall be deemed to
have reaffirmed,  as of the date of such payment,  the  representations  made in
this Section 10.

             (b)   Legends  of  Stock   Certificate.   All  stock   certificates
representing  share of Common Stock issued to the Optionee upon exercise of this
Option shall have  affixed  thereto  legend(s)  substantially  in the  following
forms, in addition to any other legends required by applicable state law:

         "THE  SHARES OF STOCK  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED,
         SOLD  OR  OTHERWISE   DISPOSED  OF  IN  THE  ABSENCE  OF  AN  EFFECTIVE
         REGISTRATION  STATEMENT  WITH  RESPECT TO THE SHARES  EVIDENCED BY THIS
         CERTIFICATE, FILED AND MADE EFFECTIVE UNDER THE SECURITIES ACT OF 1933,
         OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT
         REGISTRATION UNDER SUCH ACT IS NOT REQUIRED."

DATE OF GRANT:  June 26, 2003

The RiceX Company



                     By:      /s/ DANIEL L. MCPEAK, SR
                              -------------------------------------------
                              Daniel L. McPeak, Sr., Chief Executive Officer



                     By:      /s/ TODD C. CROW
                              -------------------------------------------
                              Todd C. Crow, Chief Financial Officer









<PAGE>
         The Optionee acknowledges receipt of a copy of the Plan, and represents
that he or she is familiar  with the terms and  provisions  thereof,  and hereby
accepts  this Option  subject to all of the terms and  provisions  thereof.  The
Optionee hereby agrees to accept as binding,  conclusive and final all decisions
or  interpretations  of the Board of  Directors  of The RiceX  Company  upon any
questions arising under such Agreement.

Dated:
      ------------------------


                                          --------------------------------------
                                          JAMES C. LINTZENICH
                                          ("Optionee")



CONSENT OF SPOUSE


         I,  ________________________,  spouse of the  Optionee who executed the
foregoing  Agreement attached hereto,  hereby agree that my spouse's interest in
the shares of Common Stock of The RiceX Company  subject to said Agreement shall
be  irrevocably  bound by the  Agreement's  terms. I agree to accept as binding,
conclusive and final all decisions or  interpretations of the Board of Directors
of The RiceX Company upon any questions arising under such Agreement.  I further
agree  that my  community  property  interest  in  such  Shares,  if any,  shall
similarly  be bound by said  Agreement  and that such consent is binding upon my
executors,  administrators,  heirs and  assigns.  I agree to execute and deliver
such documents as may be necessary to carry out the intent of said Agreement and
this consent.

Dated:
      ------------------------

                                          --------------------------------------
                                          Signature

                                          --------------------------------------
                                          Print Name



















<PAGE>
                                    EXHIBIT A
                                    ---------

TO:      The RiceX Company
         1241 Hawks Flight Court, Suite 103
         El Dorado Hills, CA  95762

SUBJECT: NOTICE OF EXERCISE OF STOCK OPTIONS


With respect to the stock option granted to the undersigned by The RiceX
Company, (the "Company") on (grant date) _______________________, to purchase an
aggregate of ________________________ shares of the Company's Common Stock, this
is official notice that the undersigned hereby elects to exercise such option to
purchase shares as follows:

         Number of Shares
                           ------------------------
         Date of Purchase:
                           ------------------------
         Mode of Payment:                           (certified check or cash)
                           ------------------------

The shares should be issued as follows:

         Name:
                           ---------------------------------------------
         Address:
                           ---------------------------------------------

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

         Signed by (print name):
                                   ---------------------------------------------
         Signature:
                                   ---------------------------------------------
         Dated:
                                   ---------------------------------------------


Please send this notice of exercise to:

         The RiceX Company
         1241 Hawks Flight Court, Suite 103
         El Dorado Hills, CA  95762

         Phone:  916-933-3000