EXHIBIT 10.1

June 23, 2003



RiceX Company
1241 Hawk's Flight Court
Suite 103
El Dorado Hills, California  95762
Attention:

Ladies and Gentlemen:

Re:          Overseas  Private  Investment  Corporation  ("OPIC")  Commitment to
             Provide a Credit Facility to RiceX Central America (the "COMPANY")

Ladies and Gentlemen:

         This letter  (this  "LETTER")  and the Summary of Terms and  Conditions
(the "TERM SHEET"),  attached hereto as Annex A (this Letter,  together with the
Term Sheet,  the  "COMMITMENT  LETTER"),  constitute and set forth the terms and
conditions  of OPIC's  commitment  to provide a loan  facility in the  aggregate
principal  amount  of up to  US$6,000,000,  pursuant  to  Section  234(c) of the
Foreign Assistance Act of 1961, as amended,  to RiceX Central America, an entity
to be  formed  as a  wholly-owned  subsidiary  of  RiceX  Company  (the  "CREDIT
FACILITY").  OPIC is  willing to provide  the Credit  Facility  on the terms and
conditions  set forth in this  Commitment  Letter.  By signing  this  Commitment
Letter,  RiceX  Company (the  "SPONSOR")  (i) confirms its intention to form the
Company as a wholly-owned subsidiary of the Sponsor, (ii) confirms its intention
to cause the  Company  to borrow a loan or loans (the  "LOAN")  under the Credit
Facility on the terms and  conditions set forth herein,  and (iii)  acknowledges
and agrees to its obligations hereunder.

         The Sponsor represents and warrants to OPIC, as to itself and as to the
Company, where appropriate, that:

         (a) the execution and delivery of this Commitment  Letter has been duly
authorized  by the Sponsor,  and this  Commitment  Letter  constitutes  a valid,
legal, and binding obligation of such party;

         (b) all of the information,  data, representations,  or other materials
that have been or will be made available to OPIC by the Company, the Sponsor, or
their respective  representatives is, or will be at the time such information is
made available,  complete and correct in all material  respects and does not, or
will not at the time such  information  is made  available,  contain  any untrue
statement of a material fact or omit to state a material fact necessary in order
to make  the  statements  contained  therein  not  misleading  in  light  of the
circumstances under which such statements are made; and










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         (c) the Sponsor, and its officers,  directors,  employees,  and agents,
(i) have  complied with the Foreign  Corrupt  Practices Act of 1977 (Pub. L. No.
95-213,  ss.ss.101-104),  as amended, and all other laws,  regulations,  orders,
decrees,  or  directives  having  the  force  of law and  relating  to  bribery,
kick-backs, or similar business practices (collectively,  the "CORRUPT PRACTICES
LAWS") in obtaining any consents, licenses, approvals,  authorizations,  rights,
or privileges in respect of the Project;  (ii) have the internal  management and
accounting  practices and controls adequate to ensure compliance with applicable
Corrupt  Practices  Laws; and (iii) are otherwise  conducting  their  respective
businesses in compliance with all applicable Corrupt Practices Laws.

         The Sponsor  covenants and agrees for so long as this Commitment Letter
is in  effect,  to comply  with all  applicable  Corrupt  Practices  Laws and to
maintain internal  management and accounting  practices and controls adequate to
ensure compliance with applicable Corrupt Practices Laws

         The Sponsor and the Company shall, jointly and severally,  pay when due
the  Facility Fee (as defined in the Term Sheet) that becomes due and payable on
or prior to the date of execution of a definitive  loan  agreement  between OPIC
and the Company  setting forth the terms and  conditions of the Credit  Facility
(the "LOAN AGREEMENT").

         Each of the Sponsor and the Company shall,  jointly and severally,  pay
or, at OPIC's  discretion,  reimburse OPIC or such persons as OPIC may direct on
demand by OPIC for all expenses  (including  fees and expenses for outside legal
counsel and  consultants)  incurred by OPIC in  connection  with the issuance of
this Commitment Letter and the negotiation and preparation of the Loan Agreement
and  the  documents,   instruments,  and  approvals  required  to  be  delivered
thereunder,  and for all other  reasonable  out of pocket  expenses  incurred by
OPIC,  as well as any costs of collecting  any amount due under this  Commitment
Letter.

         The  Company  shall  at all  times  indemnify  and hold  harmless  (the
"INDEMNITY"),  OPIC and its directors, officers, controlling persons, employees,
advisors,  agents, and servants (each, an "INDEMNIFIED PERSON") from and against
and  reimburse  such  Indemnified  Persons for (i) any and all  losses,  claims,
damages,  liabilities,  penalties,  costs  and  expenses  of any kind or  nature
whatsoever in any way relating to or arising out of or in  connection  with this
Commitment  Letter to which an  Indemnified  Person may become  subject (each, a
"LOSS"); and (ii) any and all claims, litigation, investigations, or proceedings
relating to any Loss  regardless  of whether any  Indemnified  Person is a party
thereto, and any and all costs and expenses incurred by an Indemnified Person in
defending,  analyzing,  settling,  or resolving a Loss (the "COSTS OF DEFENSE").
The Indemnity shall not apply to the extent that a court or arbitral tribunal of
competent  jurisdiction  renders a final  determination that a Loss or a Cost of
Defense  resulted  from (i) the gross  negligence  or willful  misconduct  of an
Indemnified  Person,  or (ii) OPIC's  failure to perform any act  required of it
under this Commitment Letter.  The foregoing  indemnity is independent of and in
addition to any other rights of any  Indemnified  Person in connection  with any
Loss or Costs of Defense hereunder,  under any other agreement,  or at law. OPIC
and each other  Indemnified  Person shall have the right to control its, his, or
her defense; provided, however, that (a) outside (i.e.,  non-government) counsel
selected  by  OPIC  and  each  other  Indemnified  Person  shall  be  reasonably
acceptable to the Company,  and (b) each Indemnified





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Person  shall (i) notify the  Company in writing as soon as  practicable  of any
Loss or Cost of  Defense,  and (ii)  keep the  Company  reasonably  informed  of
material developments with respect thereto.

         The  Sponsor  shall  indemnify  and hold  harmless  (collectively,  the
"Sponsor Indemnity"), at all times, each Indemnified Person for any Loss and any
Costs of  Defense  that  arise  from or in  relation  to (a) any  impact  on the
environment  caused by or otherwise related to the Project if any final judgment
or arbitral award is entered  against,  or any settlement is entered into by the
Sponsor in connection with such Loss, and in connection with such Loss any final
judgment,  or arbitral award is entered  against,  or settlement is entered into
by, an  Indemnified  Person,  whether in the same or  different  proceedings  or
settlement agreements, (b) fraud by the Company, the Sponsor, or an affiliate of
either  of  them,  or  (c)  any  dispute  between  or  among  the  Sponsor,  its
shareholders, or the Company.

         If for any reason the Loan  Agreement is not executed and  delivered on
or before December 31, 2003, OPIC's  obligations  hereunder shall terminate.  In
addition,  by written  notice to the Company and the  Sponsor,  OPIC may, at any
time,  terminate  its  obligations  hereunder and pursue any rights and remedies
then  available  to OPIC  upon the  occurrence  of any of the  following:  (a) a
Sponsor or the Company fails or refuses to comply in a timely manner with any of
the terms, provisions, or conditions of this Commitment Letter; (b) OPIC, in its
sole  judgment,  determines  that a material  adverse  change has occurred or is
reasonably  likely to occur in (i)  business,  operations,  property,  condition
(financial  or  otherwise)  or  prospects of the  Company,  the Sponsor,  or the
Project, (ii) the ability of the Company or any Sponsor to carry out the Project
or to perform its respective  obligations  hereunder or under the Loan Agreement
or under any other  document  executed  in  connection  therewith,  or (iii) the
condition  or  value  of  any  security;  (c)  any  of  the  information,  data,
representations,  or  other  materials  submitted  to OPIC by a  Sponsor  or the
Company contains any inaccuracy, omission, or misrepresentation that is material
to OPIC's decision to provide the Credit Facility on the terms set forth herein;
(d) it becomes  unlawful for OPIC to make or maintain any  commitment  to extend
credit or  allocate  funds for the Project due to the  adoption  of,  change in,
change  in the  interpretation  of,  or  change  in the  effectiveness  of,  any
applicable  law after the date of this  Commitment  Letter;  or (e) OPIC, in its
sole  judgment,  is  not  satisfied  with  the  results  of  its  due  diligence
investigation.  Upon any such  termination  (except pursuant to clause (d)), the
Company or the Sponsor shall pay to OPIC on demand any fees, expenses,  or other
amounts then due hereunder.

         The representations and warranties, and the payment, reimbursement, and
indemnification  provisions  contained herein shall survive the execution of the
Loan Agreement and any modification, cancellation, termination, or expiration of
this Commitment Letter or the Credit Facility.

         All  payments due  hereunder  to OPIC shall be paid in U.S.  dollars by
wire transfer as follows:

                        U.S.  Treasury   Department
                        New  York,  NY
                        ABA  No. 0210-3000-4
                        TREAS  NYC/CTR/BNF=AC-71000001





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                        OBI=OPIC Loan Number 520-2003-468-DI.

         All payments shall be made without withholding or deduction of any tax,
assessment,  or other governmental charge (collectively,  "TAX") unless required
by law. If the Company or any Sponsor is required to deduct or withhold any Tax,
it shall be obligated to pay to OPIC such additional  amounts as are required to
result in OPIC's receipt of a net amount, from the Company or such Sponsor after
such deduction,  withholding, or payment of the Tax, that is equal to the amount
otherwise due to OPIC hereunder.

         The illegality or  unenforceability of any provision of this Commitment
Letter shall not in any way affect or impair the legality or  enforceability  of
the remaining  provisions hereof. If, and to the extent that, the obligations of
any party hereunder are unenforceable for any reason,  such party shall make the
maximum  contribution to the payment and satisfaction  thereof as is permissible
under applicable law.

         Neither the Company nor the Sponsor may assign this  Commitment  Letter
or any rights hereunder to any person or entity.  This Commitment  Letter is for
the sole benefit of the  Company,  the  Sponsor,  and OPIC,  and no other person
(other than the Indemnified  Persons) shall be a direct or indirect  beneficiary
of, be entitled  to rely on, or have any direct or  indirect  cause of action or
claim in connection with, this Commitment Letter.

         THIS COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         Any legal action or proceeding with respect to this  Commitment  Letter
or any document  related  hereto may be brought in the courts of the District of
Columbia,  the State of New  York,  or the  United  States  of  America  for the
Southern District of New York, and, by execution and delivery of this Commitment
Letter, each of the Sponsor and the Company accepts for itself and in respect of
its property,  generally and unconditionally,  the jurisdiction of the aforesaid
courts.  Each of the Sponsors and the Company  hereby accepts venue in each such
court.

         EACH OF THE  SPONSOR  AND THE  COMPANY  WAIVES ANY RIGHT TO HAVE A JURY
PARTICIPATE  IN RESOLVING  ANY DISPUTE  ARISING OUT OF, IN  CONNECTION  WITH, OR
RELATED  TO,  THIS  COMMITMENT  LETTER OR ANY  OTHER  INSTRUMENT,  DOCUMENT,  OR
AGREEMENT  EXECUTED OR  DELIVERED  IN  CONNECTION  HEREWITH OR THE  TRANSACTIONS
RELATED THERETO.

         This Commitment Letter may be executed in separate  counterparts,  each
of which shall be an original,  and all of which taken together shall constitute
one and the same agreement.














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         If this Commitment  Letter  correctly sets forth our agreement,  please
indicate your acceptance of the terms hereof by signing and returning to OPIC an
executed  original  counterpart of this Commitment Letter no later than July 15,
2003.  Upon timely  receipt of such signed  counterpart  (by facsimile  with the
original to follow by overnight  courier) by OPIC, this Commitment  Letter shall
constitute an effective and legally binding  agreement between us as of the date
hereof.

                         Very truly yours,

                         OVERSEAS PRIVATE INVESTMENT CORPORATION

                         By: /s/ JAMES POLAN
                            -----------------------------
                         Name: James Polan
                         Title:


ACKNOWLEDGED AND AGREED TO as of the date of this Commitment Letter:

RICEX COMPANY

By: /s/ DANIEL L. MCPEAK, SR.
   ----------------------------------
Name:  Daniel McPeak, Sr.
Title: CEO/COB

                                    ANNEX A*

*TERMS AND CONDITIONS GIVEN CONFIDENTIAL TREATMENT.