EXHIBIT 4.1

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









<PAGE>
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 28,
2004. The option will be fully vested on June 27, 2005.

         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







<PAGE>
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,




<PAGE>
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 28, 2004

The RiceX Company



                                  By: _______________________________________

                                      Terrence Barber, Chief Executive Officer



                                  By: _______________________________________

                                      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