**[*]
      Designates portions of this document that have been omitted pursuant to a
      request for confidential treatment filed separately with the
      Commission**




**SHAREHOLDERS’
      AGREEMENT**





**AMONG**





**NUTRACEA
      OFFSHORE, LTD.,**





**NUTRACEA,**





**BRIGHT
      FOOD INVESTMENT COMPANY LIMITED (HONG KONG).**





**AND**





**THE
      MINORITY SHAREHOLDERS NAMED HEREIN**





**DATED
      AS OF**





**JUNE
      25, 2008**









TABLE
      OF
      CONTENTS





PageARTICLE
                1.
            DEFINITIONS
            
            1ARTICLE
                2.
            BUSINESS
                AND OPERATING STRUCTURE
            
            5Section
                2.1
            Business
            
            5Section
                2.2
            Operating
                Structure
            
            5Section
                2.3
            Business
                License
            
            6Section
                2.4
            Land-Use
                Right
            
            6Section
                2.5
            Construction
                and Operation
            
            7Section
                2.6
            Local
                Consultants
            
            7Section
                2.7
            Further
                Ventures
            
            7Section
                2.8
            Costs
                and Expenses
            
            8ARTICLE
                3.
            CAPITALIZATION
            
            8Section
                3.1
            Parent
                Contribution
            
            8Section
                3.2
            Bright
                Contribution
            
            8Section
                3.3
            Conditions
                Precedent
            
            8Section
                3.4
            Failure
                to Fulfill Conditions Precedent
            
            9Section
                3.5
            Minority
                Shareholder Contribution
            
            9Section
                3.6
            Financial
                Statements
            
            10ARTICLE
                4.
            BOARD
                OF DIRECTORS
            
            10Section
                4.1
            Board
                of Directors – Generally
            
            10Section
                4.2
            Removal
            
            10Section
                4.3
            Voting
                Agreement; Proxy
            
            11Section
                4.4
            Minority
                Shareholder Representative
            
            11Section
                4.5
            Actions
                of the Board of Directors
            
            12ARTICLE
                5.
            TRANSFER
                RESTRICTIONS
            
            13Section
                5.1
            Transfers
                Restricted
            
            13Section
                5.2
            Rights
                of First Refusal – Generally
            
            14Section
                5.3
            Company
                Right of First Refusal
            
            14Section
                5.4
            Parent
                and Bright Right of First Refusal
            
            15Section
                5.5
            Transfer
                Permitted
            
            15ARTICLE
                6.
            DRAG-ALONG
                RIGHTS
            
            15Section
                6.1
            Drag-Along
                Rights – Generally
            
            15Section
                6.2
            Drag-Along
                Notice
            
            16Section
                6.3
            Irrevocable
                Offer
            
            16Section
                6.4
            Cooperation
            
            16Section
                6.5
            Proxy
            
            17









ARTICLE
                7.
            TAG-ALONG
                RIGHTS
            
            17Section
                7.1
            Tag-Along
                Rights – Generally
            
            17Section
                7.2
            Sale
                Notice
            
            17Section
                7.3
            Tag-Along
                Notice
            
            18Section
                7.4
            Initial
                Public Offering
            
            18ARTICLE
                8.
            PREEMPTIVE
                RIGHTS
            
            18Section
                8.1
            Preemptive
                Rights – Generally
            
            18Section
                8.2
            “New
                Securities” Defined
            
            18Section
                8.3
            New
                Securities Notice
            
            19Section
                8.4
            Further
                Subscriptions
            
            19Section
                8.5
            Issuance
                of New Securities Permitted
            
            19ARTICLE
                9.
            [*]
            
            19ARTICLE
                10.
            VESTING
                OF CLASS B SHARES
            
            19Section
                10.1
            Vesting
            
            19Section
                10.2
            Surrender
            
            20ARTICLE
                11.
            REPRESENTATIONS
                AND WARRANTIES
            
            20ARTICLE
                12.
            CONFIDENTIALITY
            
            21Section
                12.1
            Confidential
                Information
            
            21Section
                12.2
            Shareholder
                Responsibilities
            
            22Section
                12.3
            Responsibilities
                upon Termination
            
            22Section
                12.4
            Implementation
            
            22Section
                12.5
            Remedies
            
            22ARTICLE
                13.
            DISPUTE
                RESOLUTION
            
            22Section
                13.1
            Arbitration
            
            22Section
                13.2
            Arbitration
                Award
            
            23Section
                13.3
            Obligations
                of the Parties
            
            23ARTICLE
                14.
            MISCELLANEOUS
            
            23Section
                14.1
            Amendments;
                Waivers
            
            23Section
                   14.2
            Best
                Efforts; Further Assurances
            
            23Section
                14.3
            Termination
            
            23Section
                14.4
            No
                Assignment
            
            23Section
                14.5
            Entire
                Agreement
            
            23Section
                14.6
            Obligations
                of Transferees
            
            24Section
                14.7
            Governing
                Law
            
            24Section
                14.8
            Specific
                Performance
            
            24




ii




Section
                14.9
            Headings
            
            24Section
                14.10
            Counterparts
            
            24Section
                14.11
            Parties
                in Interest
            
            24Section
                14.12
            Notices
            
            24Section
                14.13
            Remedies
            
            25Section
                14.14
            Severability
            
            26




iii




**SHAREHOLDERS’
      AGREEMENT**





This
      SHAREHOLDERS’ AGREEMENT (the “ Agreement ”)
      is
      effective as of this 25 day of June, 2008 (the “ Effective
      Date ”),
      by
      and among NUTRACEA OFFSHORE, LTD., an exempted company organized under the
      laws
      of the Cayman Islands (the “ Company ”),
      NUTRACEA, a corporation organized under the laws of the State of California
      (“ Parent ”), ****** BRIGHT
      FOOD INVESTMENT COMPANY, LIMITED (HONG KONG)., a corporation organized under
      the
      laws of Hong Kong (“ Bright ”);
      and
      the Person or Persons listed on Schedule
      1 (collectively, the “ Minority
      Shareholders ”).
      The
      Parent, Bright and the Minority Shareholders are referred to herein individually
      and collectively as a “ Party ”
or
      the
“ Parties. ”





**RECITALS** **:**





A.  Each
      of
      Parent, Bright and the Minority Shareholders has agreed to acquire shares of
      the
      Company’s capital stock, as set forth on Schedule
      2 .
      Parent
      and Bright, and their permitted transferees, shall hold Shares of Class A Common
      Stock, and the Minority Shareholders, and their permitted transferees, shall
      hold Shares of Class B Common Stock, identical in all respects to Class A Common
      Stock except that Class B shares are non-voting Shares.





B.  The
      parties believe it is in the best interests of the Company and the other parties
      hereto to provide to Parent, Bright and the Minority Shareholders the rights,
      and to subject them to the obligations, specified in this
      Agreement.





**AGREEMENT** **:**





**ARTICLE
      1.**  **DEFINITIONS**




The
      following capitalized terms, as used herein, shall have the following respective
      meanings:




“ Acceptance ”
has
      the
      meaning set forth in Section
      5.4(b) .




“ Advance
      Permits ”
has
      the
      meaning set forth in Section
      2.3 .




“ Affiliate ”
means,
      with respect to any Person, any other Person which directly, or indirectly
      though one or more intermediaries, controls, is controlled by or is under common
      control with such Person.




“ Agreement ”
has
      the
      meaning set forth in the preamble.




“ Approval
      Certificate ”
means
      the approval certificate of the Operating Company issued by the Examination
      and
      Approval Authority.




“ Articles ”
has
      the
      meaning set forth in Section
      4.1 .




“ Board
      of Directors ”
means
      the board of directors of the Company.









“ Bright ”
has
      the
      meaning set forth in the preamble.




“ Bright
      Acceptance ”
has
      the
      meaning set forth in Section
      5.4(b) .




“ Bright
      China ”
means
      Bright Food (Group) Co., LTD., the PRC company which directly or indirectly
      owns
      Bright.




“ Business
      Day ”
means
      any day that is not a Saturday, Sunday or other day on which banks are required
      or authorized by law to be closed in George Town, Grand Cayman.




“ Business
      License ”
has
      the
      meaning set forth in Section
      2.3 .




“ China ”
or
      “ PRC ”
means
      the People’s Republic of China. For the purpose of this Agreement, “ China ”
shall
      include Taiwan, Hong Kong and Macau Special Administrative Region.




“ Class
      A Shareholder ”
means
      Parent or Bright (and their permitted assigns), and “ Class
      A Shareholders ”
means
      both Parent and Bright (and their permitted assigns).




“Class
      A Common Stock” has the
      meaning set forth in the recitals.




“Class
      B Common Stock” has the
      meaning set forth in the recitals.




“ Company ”
has
      the
      meaning set forth in the preamble.




“ Company
      Acceptance ”
has
      the
      meaning set forth in Section
      5.3(a) .




“ Company
      Sale ”
means
      any transaction or series of related transactions as a result of which Persons
      other than Parent, its Affiliates and Permitted Transferees (a) hold, in the
      aggregate, voting securities of the Company then outstanding, the holders of
      which are entitled to cast more than fifty percent of the votes in any election
      of the Board of Directors (whether such transaction is effected by merger,
      consolidation, recapitalization, sale or transfer of the Company’s equity or
      otherwise) or (b) acquire more than fifty percent of the assets of the
      Company.




“ Director ”
means
      a
      member of the Board of Directors.




“ Drag-Along
      Right ”
has
      the
      meaning set forth in Section
      6.1 .




“ Drag-Along
      Notice ”
has
      the
      meaning set forth in Section
      6.2 .




“ Effective
      Date ”
has
      the
      meaning set forth in the preamble.




“ Equity
      Securities ”
has
      the
      meaning set forth in Section
      8.2 .




“ Examination
      and Approval Authority ”
means
      the Ministry of Commerce of the PRC or its local counterparts.




2




“ Exercising
      Shareholder ”
means
      a
      Shareholder that has been granted preemptive rights for New Securities under Section
      8.1 and
      which exercises such preemptive rights for New Securities in accordance with Section
      8.4 .




“ Facility ”
has
      the
      meaning set forth in Section
      2.1 .




“ Force
      Majeure ”
has
      the
      meaning set forth in Article
      10 .




“ Initial
      Public Offering ”
means
      the initial firm commitment underwritten public offering that, if offered within
      the United States, is made pursuant to an effective registration under the
      Securities Act of 1933 covering the offer and sale of Shares to the public
      or,
      if offered outside the United States, pursuant to an offering memorandum or
      prospectus required to be prepared or filed with the relevant governmental
      agency or body regulating or reviewing such offering.




“ Land-Use
      Right ”
has
      the
      meaning set forth in Section
      2.4 .




“ Minority
      Shareholders ”
has
      the
      meaning set forth in the preamble.




“ Minority
      Shareholder Representative ”
has
      the
      meaning set forth in Section
      4.4 .




“ New
      Securities ”
has
      the
      meaning set forth in Section
      8.2 .




“ New
      Securities Notice ”
has
      the
      meaning set forth in Section
      8.3 .




“ Non-Exercising
      Shareholder ”
means
      a
      Shareholder that has been granted preemptive rights for New Securities under Section
      8.1 and
      which does not exercise such preemptive rights for New Securities in accordance
      with Section
      8.4 .




“ NutraCea
      Hong Kong ”
has
      the
      meaning set forth in Section
      2.2(a) .




“ Operating
      Company ”
has
      the
      meaning set forth in Section
      2.2(a) .




“ Operational ”
means
      the Facility is able to undertake its intended production activities and has
      obtained all required permits and approvals for its operation and
      production.




“ Offer
      Price ”
has
      the
      meaning set forth in Section
      5.2(a)(ii) .




“ Offered
      Shares ”
has
      the
      meaning set forth in Section
      5.2(a)(ii) .




“ Parent ”
has
      the
      meaning set forth in the preamble.




“ Parent
      Acceptance ”
has
      the
      meaning set forth in Section
      5.4(b) .




“ Party ”
and
      “ Parties ”
have
      the meaning set forth in the preamble.




“ Person ”
means
      any natural person, corporation, limited partnership, general partnership,
      limited liability company, exempt company, joint stock company, joint venture,
      association, company, trust or other organization, or any governmental
      authority.




3




“ Permitted
      Transfer ”
means
      a
      Transfer by one Minority Shareholder to any one or more other Minority
      Shareholder(s) or a Transfer by Bright to one or more of its
      Affiliates.




“ Planning
      and Construction Permits ”
has
      the
      meaning set forth in Section
      2.3 .




“ Presenting
      Party ”
has
      the
      meaning set forth in Section
      2.7 .




“ Put
      Option ”
has
      the
      meaning set forth in Section
      9.1 .




“ Receiving
      Party ”
has
      the
      meaning set forth in Section
      2.7 .




“ Remaining
      Offered Shares ”
has
      the
      meaning set forth in Section
      5.4(a) .




“ Required
      Transfer ”
has
      the
      meaning set forth in Section
      6.4 .




“ SAFE ”
means
      the PRC State Administration of Foreign Exchange or its authorized local
      affiliate.




“ Sale
      Notice ”
has
      the
      meaning set forth in Section
      7.2 .




“ Selling
      Shareholder ”
has
      the
      meaning set forth in Section
      6.1 .




“ Shareholder ”
means
      Parent, Bright and each Minority Shareholder.




“ Shares ”
mean
      the shares of common stock of the Company.




“ Tag-Along
      Notice ”
has
      the
      meaning set forth in Section
      7.3 .




“ Tag-Along
      Right ”
has
      the
      meaning set forth in Section
      7.1 .




“ Tagging
      Shareholder ”
has
      the
      meaning set forth in Section
      7.1 .




“ Third-Party
      Offer ”
has
      the
      meaning set forth in Section
      5.2(a)(i) .




“ Third-Party
      Purchaser ”
has
      the
      meaning set forth in Section
      6.1 .




“ Third-Party
      Terms ”
has
      the
      meaning set forth in Section
      6.2(d) .




“ Transfer ”
means
      to sell, transfer, convey, or otherwise dispose of, whether by contract or
      operation of law, including any sale of equity, merger, recapitalization,
      reorganization, liquidation or other similar transaction.




“ Transfer
      Notice ”
has
      the
      meaning set forth in Section
      5.2(a)(ii) .




“ Transferring
      Shareholder ”
has
      the
      meaning set forth in Section
      5.2(a)(i) .




4




**ARTICLE
      2.**  **BUSINESS
      AND OPERATING STRUCTURE**




Section
      2.1  Business .
      The
      purpose of the Company is to develop, construct and operate facilities in China
      (the first of which is referred to as the “ Facility ”)
      to
      produce, market, distribute and sell (at market prices) rice oil, extracted
      defatted rice bran, meat and poultry additives derived from rice bran and other
      relevant products produced at the facilities to meet the growing demands of
      consumers inside of China as well as beyond its borders; to apply the Parties’
know-how and management techniques relating to product quality, production
      efficiency and cost controls; to utilize the competitive strengths of the
      Parties or their affiliates to develop and expand existing markets and increase
      sales of the products described above inside and outside of China; and to
      strengthen economic cooperation and technical exchange, so as to enable the
      Parties to achieve satisfactory economic results. The Parties currently
      anticipate that the Company will ultimately have three such facilities operating
      in China. The business scope of the Operating Company is producing, marketing,
      distributing and selling rice oil, extracted defatted rice bran, meat and
      poultry additives derived from rice bran and other related products (excluding
      those prohibited by the Chinese government; in case certain permits are required
      in relation to any of the above, the corresponding permits shall be obtained
      for
      its operation). The business scope above is subject to the same being included
      in the Business License, but the Parties agree to use commercially reasonable
      efforts to have the full scope described above included in the Business
      License.





Section
      2.2  Operating
      Structure.




(a)  The
      Company has been formed as a Cayman Islands Exempted Company and shall maintain
      its status as such under the laws of the Cayman Islands. The Company shall
      form
      and capitalize a wholly owned subsidiary corporation organized under the laws
      of
      Hong Kong, which shall be known as NutraCea Offshore (Hong Kong), Ltd.
      (“ NutraCea
      Hong Kong ”).
      NutraCea Hong Kong will in turn form and capitalize a wholly owned subsidiary
      corporation organized under the PRC laws as a wholly foreign-owned enterprise,
      which shall be known as Shanghai NutraCea Offshore Food Company Limited (the
      “ Operating
      Company ”),
      which
      shall carry on the Company’s business in China.




(b)  The
      Parties shall cause NutraCea Hong Kong and the Operating Company to maintain
      their respective corporate existences in good standing and to adopt governance
      structures as determined by their immediate respective parent companies, subject
      to variations of local law and the differing responsibilities of each
      entity.




(c)  Within
      sixty days after the later of (i) the execution of this Agreement and (ii)
      the
      incorporation of NutraCea Hong Kong under the laws of Hong Kong pursuant to Section
      2.2(a) ,
      Bright
      shall oversee and facilitate the submission by the Company of an application
      or
      applications approved by Parent (i) to the competent Examination and Approval
      Authority that the Parties believe to have jurisdiction over the establishment
      of the Operating Company, for the approval of such establishment as well as
      the
      articles of association and any other required documentation for the Operating
      Company, and (ii) to any other governmental authorities for any other approvals
      of which the Parties are currently aware and which can be filed before grant
      of
      the Approval Certificate. Bright shall take all commercially reasonable steps
      necessary to cause the Examination and Approval Authority to issue the Approval
      Certificate and any such other approval. Bright shall oversee and facilitate
      the
      Company’s provision of all relevant application materials in its possession and
      any other necessary assistance for the submission above.




5




(d)  If
      additional approvals, permits or governmental authorizations necessary to
      establish or operate the Operating Company are identified by any Party after
      the
      date of this Agreement, Bright shall use commercially reasonable efforts to
      oversee and facilitate the Company’s submission of an application or
      applications approved by Parent to the applicable governmental authorities
      for
      such approvals, permits or governmental authorizations as promptly as reasonably
      possible.




Section
      2.3  Business
      License Within
      fifteen days after the Approval Certificate and any other approval, permit
      or
      governmental authorization known by any Party to be necessary for the Operating
      Company to pursue any restricted business described in Section
      2.1 ,
      which
      may include the other permits identified in Section
      2.2 above,
      if any, (collectively, the “ Advance
      Permits ”)
      have
      been obtained, Bright shall oversee and facilitate the Company’s submission of
      an application to the State
      Administration for Industry and Commerce or its authorized local administration
      for industry and commerce for the
      approval for the Operating Company to obtain the business scope in China as
      described in Section
      2.1 above
      (the “ Business
      License ”).
      Bright shall use all commercially reasonable efforts to oversee and facilitate
      the Operating Company’s activities in securing the Advance Permits required for
      the Operating Company to obtain the Business License and in prosecuting such
      applications vigorously. As soon as practicable following the issuance of the
      Business License, Bright and/or its Affiliate shall oversee and facilitate
      the
      Operating Company’s applications for any other approvals, registrations or
      filings with the relevant PRC authorities, including all permits, approvals
      or
      governmental authorizations necessary for the Operating Company to commence
      construction of the Facility (collectively, the “ Planning
      and Construction Permits ”),
      in a
      timely fashion in accordance with PRC laws and regulations.




Section
      2.4  Land-Use
      Right .




(a)  The
      Operating Company shall either purchase or lease real property that is suitable
      and permitted for use on which the Operating Company can construct and operate
      the Facility and which is accessible to roads, water and other utilities and
      free of the presence of any toxic or hazardous substances, cultural or
      historical relics or sites or any other factors that would interfere with the development of such land as the site of the Facility. Bright
      shall oversee and facilitate the Operating Company’s arranging or obtaining the
      right to use, by purchase or lease, real property that satisfies the above
      requirements (the “ Land-Use
      Right ”),
      Bright having preliminarily identified certain real property covering an
      aggregate area of approximately twenty-five (25) hectares of land with a buffer
      zone of approximately twenty-five (25) hectares, located at a location agreed
      by
      Bright and Parent and owned by **[*]** as land
      that will satisfy this purpose. If the Land-Use Right is obtained by lease,
      (a)
      such lease shall be effective for **[*]** (or
      longer if permitted under PRC law), and (b) upon the expiration of the lease,
      the Parties agree **[*]** .




6




(b)  Bright
      shall take any necessary steps to oversee and facilitate the Operating Company’s
      obtaining all governmental approvals with respect to the lease or purchase
      of
      the Land-Use Right by the Operating Company, and following such lease or
      purchase the completion of any formalities required for registering the Land-Use
      Right in the name of the Operating Company in accordance with PRC laws and
      regulations, as well as taking all steps necessary under land-use laws and
      regulations to permit the Operating Company to put the land to its intended
      use
      in timely fashion.




Section
      2.5  Construction
      and Operation .
      Parent,
      directly or through its Affiliates, shall be responsible for overseeing and
      facilitating the Operating Company’s activities in constructing the Facility in
      timely fashion and shall take all commercially reasonable efforts to oversee
      and
      facilitate the Operating Company’s efforts to complete such construction **[*]** .
      Parent
      shall take the lead in overseeing and facilitating the Operating Company’s
      efforts to market the sale of rice oil, both within China and beyond, and Parent
      and Bright shall jointly cooperate to assist the Operating Company in marketing
      the sale of defatted rice bran and other products, which is expected to be
      both
      inside and outside of China. Bright shall use the channels of distribution
      to
      which it and its Affiliates have access in order to oversee and facilitate
      the
      Operating Company’s efforts in selling products within China, and Bright shall
      also oversee and facilitate the Operating Company’s efforts in obtaining any
      necessary regulatory approvals that may be required in connection with the
      export of any of the Operating Company’s products.




Section
      2.6  Local
      Consultants .
      Both
      Parent and Bright may represent the Operating Company to engage local
      consultants to assist them in accomplishing or facilitating the achievement
      of
      any objective assigned to it under this Agreement. The Operating Company shall
      pay such local consultants the reasonable, documented fees charged to
      it.




Section
      2.7  Further
      Ventures .
      In the
      event that Parent or Bright (in such capacity, the “ Presenting
      Party ”),
      directly or through its Affiliates, desires to pursue any future venture to
      construct and operate additional stabilized rice bran facilities in China or
      produce meat and poultry additives derived from rice bran in the PRC **[*]** .
      Other
      than participating in a new venture pursuant to the foregoing sentences, each
      of
      Bright and Parent agree that neither it, nor its officers, directors,
      supervisors, subsidiaries or Affiliates, will compete, directly or indirectly,
      with the business of the Company anywhere for a period **[*]** .
      The
      provisions of this Section
      2.7 (a)
      shall not restrict Bright or Parent, or any Affiliate of Bright or Parent from
      continuing to operate in any business it was already engaged in prior to the
      execution of this Agreement, which in the case of Parent includes the production
      and sale of rice bran, rice oil, and products derived therefrom anywhere in
      the
      world outside of China, (b) shall not restrict the Government of China from
      engaging in any business through entities unrelated to Bright or Parent, so
      long
      as Bright or Parent did not present the business opportunity in question to,
      or
      otherwise encourage the participation of, the Government of China, and (c)
      shall
      not restrict the Operating Company from engaging in the full scope of its
      business as identified in Section
      2.1 above.
      For purposes of this Section
      2.7 ,
      “compete” will include




7




(i)
      making any investment (other than a less than 5% investment in a public company)
      in,


(ii)
      serving as officer, director, supervisor, or consultant to, and


(iii)
      the
      hiring of any employee of





any
      entity that engages in the business of producing, marketing, distributing and
      selling products derived from rice bran, including rice oil, extracted defatted
      rice bran, and meat and poultry additives (and, in the case of a future venture,
      the business of that future venture, if different from the foregoing), but
      the
      mere production, marketing, distribution or sale of products not derived from
      rice bran, such as corn oil, that may compete with the Company’s products shall
      not be deemed to be a business in competition with the Company’s business.




Section
      2.8  Costs
      and Expenses .
      All
      costs and expenses relating to obtaining the Approval Certificate and Business
      License of the Operating Company, as well as those relating to the preparatory
      meetings for the commencement of operations, as well as all the costs and
      expenses relating to the formation and operation of the Company, shall be borne
      by the Company. Notwithstanding the foregoing, each Party shall be responsible
      for its own costs in connection with the drafting, negotiation and conclusion
      of
      this Agreement, including attorneys’ fees, consulting fees, transportation and
      other expenses.





**ARTICLE
      3.**  **CAPITALIZATION**




Section
      3.1  Parent
      Contribution .
      In
      exchange for receiving 51,200,000 Shares of Class A Common Stock, Parent shall
      contribute to the equity capital of the Operating Company USD $51.2 million
      in
      the installments set forth in Schedule
      3 .




Section
      3.2  Bright
      Contribution .
      In
      exchange for receiving 12,800,000 Shares of Class A Common Stock, Bright shall
      contribute to the Operating Company USD $12.8 million in the installments set
      forth in Schedule
      3 .




Section
      3.3  Conditions
      Precedent .
      The
      obligations of Parent and Bright to make the contributions set forth in Section
      3.1 and Section
      3.2 ,
      respectively, shall be subject to the prior satisfaction of the following
      conditions:




(a)  Issuance
      of the Approval Certificate approving the establishment of the Operating Company
      by the Examination and Approval Authority;




(b)  Issuance
      of the Business License;




(c)  Bright
      shall use its best efforts to oversee and facilitate the supply to the Operating
      Company of approximately 500,000 tons annually of raw rice bran, with delivery
      commencing on the date that the Facility becomes Operational, **[*]** .
      In the
      event that, notwithstanding Bright’s efforts, the Operating Company has not been
      able to obtain commitments to supply raw rice bran on the terms specified above,
      neither Parent nor Bright shall be obligated to make the contributions set
      forth
      in Section
      3.1 and Section
      3.2 respectively;




8




(d)  Identification
      of real property constituting the Land-Use Right (i) complying with all
      requirements of Section
      2.4 ,
      (ii)
      subject to a binding commitment for sale or lease to the Operating Company
      (subject to satisfaction of applicable conditions precedent) at a purchase
      price
      of no more than **[*]** in all
      respects; and




(e)  Receipt
      of the Advance Permits required prior to the issuance of the Business
      License.




The
      obligations of Parent to make the contributions set forth in Section 3.1 shall
      also be subject to the prior receipt by Parent of the following information
      from
      Bright:




(i)  a
      copy of
      the certificate of incorporation of Bright;




(ii)  a
      copy of
      the Memorandum and Articles of Association of Bright; and




(iii)  copies
      of
      all approvals, permits, licenses or registrations obtained from or filed with
      any PRC governmental authority which may be required by any PRC law, including
      but not limited to registration with SAFE in accordance with the *Notice
      on Issues Relating to the Administration of Foreign Exchange in
      Fund-Raising* and *Reverse
      Investment Activities of Domestic Residents Conducted via Offshore Special
      Purpose Companies* ,
      with
      respect to the investment made and beneficial ownership held, directly or
      indirectly, in Bright by Bright China.




Section
      3.4  Failure
      to Fulfill Conditions Precedent .
      If any
      of the conditions precedent set forth in Section
      3.3 above
      are not fulfilled **[*]** and
      Parent and Bright have not agreed in writing to waive such conditions precedent
      or to extend the time for the fulfillment of the conditions precedent within
      thirty days after said date, either Parent or Bright shall have the right to
      terminate this Agreement, provided the terminating party’s act or failure to act
      was not the principal cause of the non-fulfillment of any condition precedent.
      In the case of a termination of this Agreement pursuant to this Section
      3.4 ,
      neither
      Parent nor Bright shall have any right whatsoever to:




**(i)**  **[*]**




**(ii)**  **[*]**




Section
      3.5  Minority
      Shareholder Contribution .
      The
      Minority Shareholders shall receive their respective Shares of Class B Common
      Stock **[*]** .
      Such
      shares shall be issued concurrently with the issuance of shares to Parent and
      Bright upon the making of the first installment of their capital contributions.
      The Minority Shareholders shall not be required or permitted to **[*]** to the
      Company in exchange for additional equity in the Company but shall be permitted
      to [*] terms and conditions as the Minority Shareholders and the Company may
      agree, with the approval of the Board of Directors.




9




Section
      3.6  Financial
      Statements.




(a)  The
      Company shall furnish to the Board of Directors, not later than [*], unaudited
      financial reports on a [*] so that they may continuously be informed about
      the
      financial performance of the Company and of the Operating Company.




(b)  The
      Company shall engage one of the “Big Four” international accounting firms
      selected by Parent, or to the extent Parent determines not to select any such
      firm, any other international accountancy firm selected by Parent and approved
      by Bright, in either case to review, audit and prepare the annual financial
      statements and report of the Company and its subsidiaries on a consolidated
      and
      consolidating basis. The draft audited financial statements and report shall
      be
      provided to each holder of Class A Common Stock and to the Board of Directors
      for review **[*]**




(c)  The
      Company shall also engage one of the “Big Four” international accounting firms
      selected by Parent, or to the extent Parent determines not to select any such
      firm, any other international accountancy firm selected by Parent and approved
      by Bright, in either case to prepare and audit the Company’s internal controls
      over financial reporting. The draft report of such auditor shall be provided
      to
      each holder of Class A Common Stock and to the Board of Directors for review
      [*].




**ARTICLE
      4.**  **BOARD
      OF DIRECTORS**




Section
      4.1  Board
      of Directors – Generally .
      The
      Memorandum and Articles of Association of the Company, as amended from time
      to
      time, (the “ Articles ”)
      shall
      provide that the Board of Directors shall be composed of five members. Until
      such time as Bright (i) holds 8.8 percent or less of the total outstanding
      Shares of the Company or (ii) exercises the Put Option (whichever occurs first),
      Bright or its designee shall be entitled to designate in writing one nominee
      for
      election to the Board of Directors. Bright or its designee shall also be
      entitled to designate one non-voting board observer whose rights and obligations
      shall be the same as the rights and obligations of the Minority Shareholder
      Representative, as set forth in Section
      4.4 below.
      If Bright ceases at any time to hold more than 8.8 percent of the Shares of
      the
      Company, then Bright’s rights under this Article
      4 to
      appoint a non-voting board observer shall also cease. Parent shall be entitled
      to designate in writing four nominees for election to the Board of Directors.
      The Company shall inform the Director designated by Bright before calling any
      meeting of the Board of Directors.




Section
      4.2  Removal .
      Parent
      shall have the right at any time to remove, with or without cause, any Director
      that Parent designated for election to the Board of Directors. Bright shall
      have
      the right at any time to remove, with or without cause, the Director that Bright
      designated for election to the Board of Directors. If Parent or Bright wishes
      to
      remove a Director or Directors, it shall provide written notice to the other
      holders of Class A Common Stock and the Company.




10




Section
      4.3  Voting
      Agreement; Proxy .




(a)  At
      each
      election of Directors held after the date hereof, each Shareholder entitled
      to
      vote agrees to vote all voting Shares owned or held of record by such
      Shareholder to elect the nominees designated pursuant to Section
      4.1 above,
      at any regular or special meeting of the Shareholders or by written consent
      in
      lieu of a meeting.




(b)  In
      the
      event that a vacancy is created on the Board of Directors at any time by the
      death, disability, retirement, resignation or removal pursuant to Section
      4.2 of a
      Director designated by Parent, Bright hereby agrees to vote all Shares owned
      or
      held of record by Bright in order to elect the individual designated by Parent
      to fill such vacancy. In the event that a vacancy is created on the Board of
      Directors at any time by the death, disability, retirement, resignation or
      removal pursuant to Section
      4.2 of the
      Director designated by Bright, Parent hereby agrees to vote all Shares owned
      or
      held of record by Parent in order to elect the individual designated by Bright
      to fill such vacancy.




(c)  If
      any
      Party fails or refuses to vote its voting Shares in accordance with Section
      4.3(a) or Section
      4.3(b) ,
      then
      without further action by such Party, that Party hereby grants to the Secretary
      of the Company an irrevocable proxy to vote those Shares in accordance with
      this
      Agreement. This proxy is coupled with an interest and may not be revoked or
      amended except as set forth in this Agreement.




Section
      4.4  Minority
      Shareholder Representative .
      The
      Minority Shareholders shall hold Shares of Class B Common Stock (except to
      the
      extent that any Minority Shareholders purchase Shares of Class A Common Stock
      pursuant to Article
      8 of this
      Agreement). The Articles shall at all times provide that the Common Stock shall
      be subdivided into Shares of Class A Common Stock and Class B Common Stock,
      which shall be identical in all respects except that the Shares of Class B
      Common Stock shall not be entitled to vote or to consent on any matter that
      comes before the Shareholders of the Company, except to the extent required
      by
      the laws of the Cayman Islands. **[*]**




(a)  Subject
      to Section
      4.4(b) , **[*]** will
      entitled to:




(i)  **[*]** ;




(ii)  **[*]** ;
      and




(iii)  **[*]** .




(b)  The
      Company reserves the right to exclude the **[*]** from
      access to any material meeting, deliberation or materials, or portion thereof,
      if the Board of Directors reasonably believes that such exclusion is appropriate
      to preserve attorney-client privilege, to preserve confidentiality or for any
      similar purpose. **[*]** shall
      have a duty of confidentiality to the Company comparable to the duty of
      confidentiality of a director of the Company and on the request of the Company
      shall enter into a confidentiality agreement with the Company in form and
      substance reasonably satisfactory to the Company. [*] to execute such an
      agreement upon request, he or she shall not be entitled to the rights set forth
      in Section 4.4(a) until such agreement has been executed.




11




Section
      4.5  Actions
      of the Board of Directors .




(a)  Not
      less
      than two-thirds of all the directors present in person or by proxy shall
      constitute a quorum for all meetings of the Board of Directors. If at any
      properly convened meeting, no quorum is constituted because fewer than
      two-thirds of all the directors are present in person or by proxy, then the
      Chairman of the Board shall call another meeting with fourteen days’ notice to
      each director. A resolution approved by approval of two-thirds of the Directors
      who are present in person or by proxy at a reconvened meeting of the Board
      shall
      be valid, even if the directors present in person or by proxy would not
      constitute a quorum for meetings of the Board of Directors.




(b)  A
      minimum
      [*] who are present in person or by proxy at any regular or special meeting
      of
      the Board of Directors shall be required for the Board of Directors to take
      action, except as provided in Section
      4.5(c) and Section
      4.5(d) below.
      Without limiting the generality of the foregoing, the Board of Directors shall
      decide all major matters of the Company [*], including (but not limited to)
      the
      following:




(i)  evaluate
      and approve reports submitted by the General Manager concerning the operations
      and management organization of the Company;




(ii)  approve
      the financial controls and accounting systems of the Company proposed by the
      General Manager;




(iii)  review
      and approve the profit distribution plan of the Company;




(iv)  make
      decisions as to merger and acquisition transactions of the Company;




(v)  review
      and approve major rules and policies of the Company;




(vi)  make
      decisions as to the appointment and discharge of the General Manager and Deputy
      General Managers based on the recommendations of the Parties, the Chief
      Accountant and other senior management personnel of the Company based on the
      nominations of the General Manager, and decide on the salary, bonus and
      punishment of such personnel;




(vii)  review
      and approve the provision of any non-budgeted guarantee, mortgage or pledge
      to
      any third party or to a Party or a subsidiary thereof, if the underlying
      indebtedness or obligation that is being secured or guaranteed thereby exceeds **[*]** in the
      aggregate in any fiscal year;




12




(viii)  establish
      a branch, subsidiary or representative office of the Company;




(ix)  make
      decisions with the respect to export of the Company’s products; and




(x)  other
      major matters which shall be decided by the Board of Directors under relevant
      laws and regulations.




(c)  A
      unanimous vote of the Board of Directors is required for the Board of Directors
      to approve the following actions:




(i)  Amendment
      of the Articles of Association of the Company;




(ii)  Dissolution
      or termination of the Company.




(d)  Approval
      of the Director designated by Bright (as part of the two-thirds approval of
      the
      directors present in person or by proxy) is required for the Board of Directors
      to approve the following actions:




(i)  Approval
      of the operating strategy and investment plan of the Company;




(ii)  Review
      and approval of the annual financial budgets and expenditures of the
      Company;




(iii)  Approval
      of any expenditure that exceeds by more than ten percent the amount set forth
      for such item in the construction or initial operating budget of the Company,
      attached as Schedule
      4 ;
      and




(iv)  Review
      and approval of the investment of the Company in any other company or
      enterprise.




(e)  The
      Board
      of Directors shall [*] of the then-current enterprise value of the Company
      (which shall in no circumstances be less than the amount of equity contributed
      to the Company through such date).




**ARTICLE
      5.**  **TRANSFER
      RESTRICTIONS**




Section
      5.1  Transfers
      Restricted .
      Neither
      Bright nor any Minority Shareholder may Transfer its Shares other than in a
      Permitted Transfer, a Required Transfer pursuant to Article
      6 or a
      Transfer pursuant to Article
      7 ,
      or a
      Transfer effected pursuant to the provisions of this Article
      5 .
      Parent
      shall not Transfer its Shares other than in a Permitted Transfer, a Transfer
      pursuant to Article
      6 or Article
      7 ,
      or a
      Transfer effected pursuant to the provisions of this Article
      5 .
      Any
      Transfer in violation of this Article
      5 shall be
      null and void and shall not be recognized by the Company. The transferee of
      any
      Shares Transferred in accordance with this Article
      5 shall
      sign a counterpart to this Agreement and agree to be bound hereby as if such
      transferee were the party from whom such Shares were Transferred.




13




Section
      5.2  Rights
      of First Refusal – Generally .




(a)  Except
      as
      provided in Section
      5.1 ,
      no
      Shareholder may Transfer any Shares now or hereafter held or acquired by such
      Shareholder to any Person unless:




(i)  Such
      Shareholder (the “ Transferring
      Shareholder ”)
      receives a bona fide third-party offer for such Shares (a “ Third-Party
      Offer ”);




(ii)  The
      Transferring Shareholder delivers a written notice (the “ Transfer
      Notice ”)
      to the
      Company and to each Class A Shareholder who is not the Transferring Shareholder
      specifying (A) the name and address of the Person making the Third-Party Offer;
      (B) the number and class of Shares that the Transferring Shareholder wishes
      to
      sell (the “ Offered
      Shares ”);
      (C)
      the price offered for the Offered Shares (the “ Offer
      Price ”),
      which
      must be in cash; (D) any other terms and conditions of the Transfer; and (E)
      a
      copy of the Third-Party Offer; and




(iii)  Neither
      the Company (pursuant to Section
      5.3 below)
      nor Parent, in the case of a proposed Transfer by Bright or Minority Shareholder
      (pursuant to Section
      5.4 below)
      or Bright in the case of a proposed Transfer by Parent or Minority Shareholder
      (pursuant to Section
      5.5 below),
      exercises its right of first refusal to purchase all or a portion of the Offered
      Shares.




(b)  A
      Transfer Notice delivered to the Company and to each Class A Shareholder who
      is
      not the Transferring Shareholder pursuant to Section
      5.2(a)(ii) above
      shall constitute an irrevocable offer by such shareholder to sell to the Company
      and thereafter to Parent or Bright, as applicable, all or any portion of the
      Offered Shares at the price and under the same terms and conditions as are
      contained in the Transfer Notice.




Section
      5.3  Company
      Right of First Refusal .




(a)  Within
      fifteen days following its receipt of the Transfer Notice, the Company shall
      notify the Transferring Shareholder and any holder of Class A Common Stock
      as to
      the number of Offered Shares, if any, that the Company has elected to purchase
      (each such notice being a “ Company
      Acceptance ”).




(b)  Each
      Company Acceptance shall be deemed to be an irrevocable commitment to purchase
      from Bright or the Minority Shareholder, as applicable, within ninety days
      of
      the date of the Company Acceptance, the number of Offered Shares specified
      in
      such Company Acceptance.




(c)  If
      the
      Company does not deliver a Company Acceptance for all or a portion of the
      Offered Shares within the specified fifteen-day period, the Company thereby
      waives its right to purchase any Offered Shares.




14




Section
      5.4  Parent
      and Bright Right of First Refusal .




(a)  If
      the
      Company does not elect to purchase all of the Offered Shares, Parent and Bright,
      pro rata to the number of shares of Class A Common Stock held by each, shall
      have the right to purchase any remaining Offered Shares that the Company has
      not
      agreed to purchase (the “ Remaining
      Offered Shares ”) .
      If
      Parent or Bright is the Transferring Shareholder, it will not have any such
      rights to purchase the Offered Shares.




(b)  Within
      thirty days following its receipt of the Company Acceptance, or, if none is
      given by the Company, the expiration of the fifteen-day period specified in Section
      5.3(c) for the
      Company’s delivery of a Company Acceptance, Parent and Bright shall notify the
      Company and the Transferring Shareholder as to the number of the Remaining
      Offered Shares, if any, that each has elected to purchase (each such notice
      being a “ Parent
      Acceptance ”
or
      “ Bright
      Acceptance ,”
as
      applicable, and collectively, an “ Acceptance ”).




(c)  Each
      Acceptance shall be deemed to be an irrevocable commitment to purchase from
      the
      Transferring Shareholder, within ninety days of the date of the Parent
      Acceptance or Bright Acceptance, as applicable, the number of Remaining Offered
      Shares specified in such Acceptance.




(d)  If
      Parent
      or Bright does not deliver an Acceptance for all or a portion of the Offered
      Shares within the specified thirty-day period, it thereby waives its right
      to
      purchase any Offered Shares.




(e)  To
      the
      extent that either Parent or Bright does not deliver an Acceptance for its
      full
      pro rata portion of the Remaining Offered Shares, the other shall have an
      additional thirty-day period from the date that the Acceptance was given (or
      if
      no Acceptance was given, the expiration of the fifteen-day period specified
      in Section
      5.4(b) )
      to
      deliver an additional Acceptance for all or any portion of the Remaining Offered
      Shares not already subject to an Acceptance.




Section
      5.5  Transfer
      Permitted .  If
      fewer
      than all of the Offered Shares have been purchased by the Company, Parent or
      Bright, as applicable, the Transferring Shareholder may thereafter Transfer
      the
      remaining Shares to the third party, and on the terms and conditions, specified
      in the Transfer Notice within thirty days of the expiration of the thirty-day
      period specified in Section
      5.4(b) or Section
      5.4(e) ,
      as
      applicable. If such Shares have not been Transferred by that date, the
      Transferring Shareholder may Transfer such Shares only by once again complying
      with the procedures of this Article
      5 .




**ARTICLE
      6.**  **DRAG-ALONG
      RIGHTS**




Section
      6.1  Drag-Along
      Rights – Generally .
      If, in
      one transaction or a series of related transactions, Parent proposes to Transfer
      [*] or more of the Shares then held by it to one or more Persons other than
      Permitted Transferees (each such Person, a “ Third-Party
      Purchaser ”),
      then
      Parent shall have the right (a “ Drag-Along
      Right ”),
      but
      not the obligation, to require each other Shareholder (each, a “ Selling
      Shareholder ”)
      to
      tender for purchase to the Third-Party Purchaser(s), on the same terms and
      conditions as apply to Parent, a number of Shares that, in the aggregate, equals
      the number derived by multiplying:




15




(a)  The
      total
      number of Shares owned by such Selling Shareholder, by




(b)  A
      fraction, the numerator of which is the total number of Shares to be sold by
      Parent in connection with such transaction or series of transactions, and the
      denominator of which is the total number of the then-outstanding Shares held
      by
      Parent.




Section
      6.2  Drag-Along
      Notice .
      If
      Parent elects to exercise its Drag-Along Right under this Article
      6 with
      respect to the Shares held by any Selling Shareholder, then it shall notify
      the
      Selling Shareholder in writing (a “ Drag-Along
      Notice ”).
      Each
      Drag-Along Notice shall set forth the following information:




(a)  the
      name
      of the Third-Party Purchaser(s);




(b)  the
      number of Shares proposed to be sold by Parent to such Third-Party
      Purchaser(s);




(c)  the
      proposed amount and form of consideration and material terms and conditions
      of
      payment offered by the Third-Party Purchaser(s);




(d)  a
      summary
      of any other material terms pertaining to the Transfer (“ Third-Party
      Terms ”);
      and




(e)  the
      number of Shares that such Selling Shareholder is required to sell in such
      Transfer (as determined in accordance with Section
      4.1 above).




(f)  A
      Drag-Along Notice shall be given at least seven (7) days before the closing
      of
      the proposed Transfer or Company Sale.




Section
      6.3  Irrevocable
      Offer .
      Receipt
      by a Selling Shareholder of a Drag-Along Notice creates a binding obligation
      on
      any such Selling Shareholder to sell the number of Shares as is specified in
      the
      Drag-Along Notice on the Third Party Terms.




Section
      6.4  Cooperation .
      Bright
      and each Minority Shareholder shall take such actions as may reasonably be
      requested by the Company or Parent in connection with any Company Sale or any
      transaction in which Parent Transfers some or all of the Shares held by Bright
      or any Minority Shareholder pursuant to this Article
      6 (each
      such transfer, a “ Required
      Transfer ”).
      Without limiting the generality of the foregoing, Bright and each Minority
      Shareholder agrees that if any transaction gives rise to a Required Transfer,
      he, she or it shall:




(a)  Consent
      to and raise no objections to such transaction or Required Transfer;




(b)  Execute
      any purchase agreement, merger agreement or other agreement entered into with
      the Third-Party Purchaser with respect to such transaction or Required Transfer
      setting forth the Third-Party Terms and that are consistent with the terms
      hereof;




16




(c)  Vote
      the
      Shares held by such Shareholder in favor of such transaction and cause any
      directors nominated by such Shareholder to vote in favor of such
      transaction;




(d)  Refrain
      from exercising any dissenters’ or similar appraisal rights to such
      transaction.




Section
      6.5  Proxy .
      If
      Bright or any Minority Shareholder fails or refuses to vote his, her or its
      Shares in accordance with Section
      6.4(c) ,
      then
      without further action by Bright or such Minority Shareholder, Bright and each
      Minority Shareholder unwilling to so vote those Shares hereby and thereby grants
      to Parent an irrevocable proxy to so vote those Shares in accordance with this
      Agreement.




**ARTICLE
      7.**  **** **TAG-ALONG
      RIGHTS**




Section
      7.1  Tag-Along
      Rights – Generally .
      If
      Parent proposes, in accordance with the terms of this Agreement, to Transfer **[*]** or more
      of its Shares to a Third-Party Purchaser, then Bright and each of the Minority
      Shareholders shall have the right (the “ Tag-Along
      Right ”),
      but
      not the obligation, to require that the proposed Third-Party Purchaser purchase
      from such shareholder (each, a “ Tagging
      Shareholder ”)
      on the
      same terms and conditions as apply to Parent, a number of shares that, in the
      aggregate, equals the number derived by multiplying:




(a)  The
      total
      number of Shares that the proposed Third-Party Purchaser has agreed or committed
      to purchase, by




(b)  A
      fraction, the numerator of which is the total number of Shares owned by such
      Tagging Shareholder and the denominator of which is the aggregate number of
      Shares collectively owned by Parent, Bright and the Minority
      Shareholders.




Section
      7.2  Sale
      Notice .
      Parent
      shall notify Bright and each of the Minority Shareholders if it proposes to
      engage in a transaction or series of transactions giving rise to Tag-Along
      Rights (the “ Sale
      Notice ”).
      The
      Sale Notice shall set forth the following information:




(a)  the
      name
      of the Third-Party Purchaser(s);




(b)  the
      number of Shares proposed to be sold by Parent to such Third-Party
      Purchaser(s);




(c)  the
      proposed amount and form of consideration and material terms and conditions
      of
      payment offered by the Third-Party Purchaser(s); and




(d)  a
      summary
      of the Third-Party Terms. The Sale Notice shall be given at least seven days
      before the closing of the proposed Transfer(s).




17




Section
      7.3  Tag-Along
      Notice .
      Bright
      or any Minority Shareholder may exercise its respective Tag-Along Right by
      delivering written notice to Parent proposing to sell Shares of the Company
      (the
“ Tag-Along
      Notice ”)
      within
      ten days following receipt of the Sale Notice from Parent. The Tag-Along Notice
      shall set forth the number of Shares (not to exceed the number derived from
      the
      formula set forth in Section
      5.1 above)
      the Tagging Shareholder proposes to include in such Transfer to the proposed
      Third-Party Purchaser.




Section
      7.4  Initial
      Public Offering .
      In the
      event that the Company undertakes an Initial Public Offering of Shares, it
      shall
      seek to include Shares held by the Minority Shareholders on the same terms
      and
      conditions, and in the same proportions, as the Shares held by Parent and
      Bright, and the Minority Shareholders shall be provided the opportunity to
      exchange the Shares of Class B Common Stock that are intended to be registered
      for an equal number of Shares of Class A Common Stock immediately prior to
      the
      consummation of the Initial Public Offering.




**ARTICLE
      8.**  **PREEMPTIVE
      RIGHTS** ****




Section
      8.1  Preemptive
      Rights – Generally .
      The
      Company hereby grants to the Shareholders the right to purchase such holder’s *pro
      rata* portion
      of any New Securities that the Company may propose to issue and sell. A
      shareholder’s *pro
      rata* portion,
      for purposes of this Section
      8.1 ,
      is the
      ratio of:




(a)  The
      number of Shares held by such Shareholder immediately prior to the proposed
      issuance and sale, to




(b)  The
      aggregate number of Shares issued and outstanding immediately prior to such
      proposed issuance and sale .




Section
      8.2  “New
      Securities” Defined .
      As used
      herein, “ New
      Securities ”
shall
      mean any shares of capital stock of the Company (including the Shares), of
      any
      class or series, whether now or hereafter authorized (collectively,
“ Equity
      Securities ”);
      any
      rights, options, or warrants to purchase Equity Securities; and any securities
      of any kind whatsoever that are, or may become, convertible into or exchangeable
      for Equity Securities. New Securities shall not include the issuance of Equity
      Securities:




(a)  Upon
      the
      exercise or conversion of any Equity Securities;




(b)  Pursuant
      to the acquisition of another Person by the Company, whether by stock purchase,
      merger, consolidation, purchase of all or substantially all of the assets of
      such Person or otherwise, including issuances to management of such Person
      in
      connection therewith;




(c)  In
      connection with a debt financing or issuance of debt securities of the
      Company;




(d)  In
      connection with any stock split, dividend or recapitalization;




(e)  In
      connection with a joint venture or strategic relationship;




18




(f)  To
      officers, employees, directors or consultants of the Company pursuant to any
      stock option, stock purchase or other equity compensation plans in connection
      with such Person’s employment or consulting arrangements with the Company;
      or




(g)  In
      connection with a public offering of Equity Securities that is registered or
      qualified under applicable securities laws permitting such securities to be
      offered and sold to the public generally.




Section
      8.3  New
      Securities Notice .
      If the
      Company proposes to issue New Securities, it shall give the Shareholders written
      notice of its intention, describing the type of New Securities and the price
      and
      the general terms upon which the Company proposes to issue them (the
“ New
      Securities Notice ”).
      Each
      Shareholder shall have ten days from the date of receipt of the New Securities
      Notice to elect to purchase up to such Shareholder’s respective *pro
      rata* share of
      such New Securities for the price specified in the New Securities Notice. If
      a
      Shareholder elects to purchase some or all of its *pro
      rata* share of
      such New Securities, it shall give written notice to the Company of such intent
      and state the quantity of New Securities to be purchased.




Section
      8.4  Further
      Subscriptions .
      Promptly upon the expiration of the period of ten days following receipt of
      the
      New Securities Notice, the Company shall, in writing, inform any Exercising
      Shareholder of the failure of any Non-Exercising Shareholder to purchase all
      of
      the New Securities available for purchase pursuant to the preemptive rights
      set
      forth in this Article
      8 .
      During
      the period of ten days following receipt of such information, the Exercising
      Shareholders shall have the right to elect to purchase up to its *pro
      rata* share of
      the New Securities not subscribed for by the Non-Exercising Shareholder, based
      on the ratio set forth in Section
      6.1 above,
      as applied only to the Exercising Shareholders.




Section
      8.5  Issuance
      of New Securities Permitted .
      The
      Company may sell any New Securities not purchased by any Shareholder pursuant
      to
      the preemptive rights granted to them in this Article
      8 to any
      other Person, at a price and on terms no more favorable than those set forth
      in
      the New Securities Notice, within ninety days of the last ten-day period set
      forth in Section
      8.4 above.
      If the Company wishes to issue any additional New Securities after the
      expiration of the ninety-day period, it must once again follow the procedures
      of
      this Article
      8 .




**ARTICLE
      9.**  **[*]**




**ARTICLE
      10.**  **VESTING
      OF CLASS B SHARES**




Section
      10.1  Vesting .
      Concurrently with the first installment of the contributions of Parent and
      Bright in accordance with Section 3.1 and Section 3.2, respectively, the Company
      will issue Shares of Class B Common Stock to each of the Minority Shareholders
      in the amounts set forth in Schedule 2. The shares of Class B Common Stock
      issued to the Minority Shareholders are subject to forfeiture by the Minority
      Shareholders as follows:




(a)  In
      the
      event that either (i) the **[*]** .
      For
      purposes of this subparagraph, “Force Majeure” includes without limitation
      earthquakes, typhoons, flood, and other natural disasters, fire, explosion,
      war,
      domestic disorder, epidemics and other events which are (1) unforeseeable and
      uncontrollable by the affected party, and (2) sufficient to prevent the partial
      or full performance under this Agreement by the affected party.




19




(b)  In
      the
      event that [*] in timely fashion as required under this Agreement, [*].





Section
      10.2  Surrender .
      Upon
      the occurrence of an event described in either Section
      10.1(a) or (b) above,
      the Minority Shareholders shall surrender the forfeited shares to the Company
      for no consideration, and whether or not surrendered such shares shall be
      cancelled on the books and records of the Company and shall thereupon be null
      and void. In the event that the Company has not yet issued Shares to the
      Minority Shareholders at the time of such forfeiture event, the amount of Shares
      ultimately issued to the Minority Shareholders will be reduced by the number
      of
      forfeited Shares.





**ARTICLE
      11.**  **REPRESENTATIONS
      AND WARRANTIES**




Each
      Party (other than the Company and other than the Minority Shareholders with
      respect to clauses (a) and (c) below) hereby represents and warrants to the
      other Parties, (other than the Company) as of the Effective Date:





(a)  such
      Party is duly organized, validly existing and in good standing under the laws
      of
      the place of its establishment or incorporation;





(b)  such
      Party has carried out all procedures and obtained all approvals required under
      the laws and regulations to which it is subject, and has the requisite power
      under such laws and regulations, to sign this Agreement and to perform all
      of
      its obligations hereunder;





(c)  such
      Party has taken all internal actions necessary to authorize it to sign and
      perform this Agreement and its representative whose signature is affixed hereto
      is fully authorized to sign this Agreement and to bind such Party
      thereby;





(d)  upon
      the
      Effective Date, this Agreement shall be legally binding on such
      Party;





(e)  neither
      the signature of this Agreement nor the performance of its obligations hereunder
      will conflict with, or result in a breach of, or constitute a default under,
      any
      provision of the articles of association or by-laws of such Party (other than
      the Minority Shareholders), or any law, regulation, rule, authorization or
      approval of any government agency or body, or of any contract or agreement,
      to
      which such Party is a party or subject;





(f)  no
      lawsuit, arbitration or administrative proceeding, or governmental investigation
      is pending against such Party that would affect in any way its ability to enter
      into or perform this Agreement; and





20




(g)  such
      Party has neither employed nor made any agreement with any broker, finder or
      similar agent or any person or firm which will result in the obligation of
      any
      other Party or the Company to pay any finder’s fee, brokerage fees or commission
      or similar payment in connection with the transactions contemplated hereby,
      other than the Company’s obligation to pay up to $450,000 to Peak Capital Inc ,
      fifty percent of which amount shall be paid in four equal installments upon
      the
      Board’s determination that reasonable progress toward construction and operation
      of the Facility is being made, and fifty percent of which amount shall be paid
      upon the Board’s determination that the Facility has become Operational.




**ARTICLE
      12.**  **CONFIDENTIALITY**




Section
      12.1  Confidential
      Information .
      Prior
      to and during the term of this Agreement, each Shareholder acknowledges it
      either has disclosed or may disclose to the other Shareholders certain sensitive
      information (hereinafter referred to as “ Confidential
      Information ”).
      The
      term “Confidential Information” shall mean all written and unwritten information
      relating, directly or indirectly, to any Shareholder, such Shareholder’s, the
      Company’s or the Operating Company’s business, products, markets, condition
      (financial or other), operations, assets, liabilities, results of operations,
      cash flows, financial position, proprietary technology, results of research
      or
      development, or prospects (whether prepared by a Shareholder, its advisors
      or
      otherwise) which is delivered, disclosed or furnished to the other Shareholders.
      In addition, Confidential Information also includes information that a
      Shareholder to whom such Confidential Information is delivered, disclosed,
      or
      furnished, as the case may be, otherwise learns or obtains through observation
      or through analysis of such information, data or knowledge, and shall also
      be
      deemed to include all notes, analyses, compilations, studies, forecasts,
      interpretations or other documents prepared by a Shareholder (or its
      representatives) that contain, reflect or are based upon, in whole or in part,
      the information delivered, disclosed or furnished to the Shareholder or its
      representatives pursuant hereto.




The
      provisions of Article
      11 shall
      not apply to Confidential Information that:




(a)  can
      be
      proved to have been known by the receiving Shareholder by written records made
      prior to disclosure by the disclosing party;




(b)  is
      or
      becomes public knowledge otherwise than through the receiving Shareholder's
      breach of this Agreement;




(c)  was
      obtained by the receiving Shareholder from a third party having no obligation
      of
      confidentiality with respect to such Confidential Information; or





(d)  is
      required to be disclosed by order of any competent court or governmental
      authority or by regulatory requirements applicable to the disclosing
      party.




21




Section
      12.2  Shareholder
      Responsibilities .
      Each of
      the Shareholders receiving all such Confidential Information as aforesaid agrees
      during the term of this Agreement and thereafter to:




(a)  maintain
      the confidentiality of such Confidential Information;




(b)  not
      disclose such Confidential Information to or discuss it with any person or
      institution, except to their respective employees and managers, accountants,
      and
      legal and financial advisors who need to know such Confidential Information
      to
      perform their work responsibilities; and




(c)  not
      remove any books, records, documents or files (including any material maintained
      in electronic form) from the Operating Company’s offices.




Section
      12.3  Responsibilities
      upon Termination .
      In the
      event of termination of this Agreement, each Shareholder agrees upon the request
      of any other Shareholder to either:




(a)  promptly
      return all Confidential Information to such other Shareholder; or




(b)  destroy
      all Confidential Information without retaining any copy, extracts, records
      or
      registration by whatsoever means.




Section
      12.4  Implementation .
      Each
      Shareholder and the Company shall formulate rules and regulations to cause
      its
      directors, senior staff, and other employees, and those of its Affiliates,
      also
      to comply with the confidentiality obligations set forth in this Article
      11 .
      All
      Directors, managers and other employees of the Company shall be required to
      sign
      a confidentiality contract or confidentiality undertaking in a form acceptable
      to both Parent and Bright.




Section
      12.5  Remedies .
      Each
      Shareholder hereby acknowledges and agrees that ordinary damages may not be
      an
      adequate remedy for any Shareholder’s unauthorized disclosure of Confidential
      Information and that the Shareholder whose Confidential Information has been
      disclosed in violation of this Article
      11 may be
      entitled to seek a judicial order to prevent the other Shareholders from using
      such Confidential Information, in addition to seeking damages.




**ARTICLE
      13.**  **DISPUTE
      RESOLUTION**




Section
      13.1  Arbitration .
      In the
      event a dispute arises in connection with or arising out of this Agreement,
      the
      parties shall attempt in the first instance to resolve such dispute through
      friendly consultations. If the dispute is not resolved through consultations
      within thirty (30) days after one party has served a written notice on the
      other
      party requesting the commencement of consultations, then either party may refer
      the dispute to arbitration in Hong Kong by the Hong Kong International
      Arbitration Centre, which shall be conducted under the auspices of UNCITRAL
      according to the rules then in effect. There shall be three arbitrators, one
      each appointed by each parties to the dispute and a third, who will be the
      chief
      arbitrator, shall be appointed by the other two arbitrators.




22




Section
      13.2  Arbitration
      Award .
      The
      arbitration award shall be final and binding on the parties to the dispute.
      Except for otherwise provided by the arbitration award, the arbitration costs
      shall be borne by the losing party. The arbitration proceedings shall be
      conducted in English.





Section
      13.3  Obligations
      of the Parties .
      When
      any dispute is under arbitration, except for the matters under dispute, the
      parties to the dispute shall continue to fulfill their other respective
      obligations under this Agreement.





**ARTICLE
      14.**  **MISCELLANEOUS**




Section
      14.1  Amendments;
      Waivers .
      Unless
      otherwise specifically provided herein, this Agreement may be amended, and
      any
      provision may be waived, by a writing signed by all of the holders of Class
      A
      Common Stock (but not including any Minority Shareholders who acquire Shares
      of
      Class A Common Stock pursuant to the exercise of their pre-emptive
      rights). Notwithstanding the foregoing, no amendment that treats any individual
      Shareholder adversely, or that treats any Class or Series of Shares adversely,
      shall be effective unless the affected Shareholder, or the holders of a majority
      of the outstanding Shares of that Class or Series, also consent in writing
      to
      such amendment.




Section
      14.2  Best
      Efforts; Further Assurances .
      Each
      party will use its best efforts to perform and fulfill all obligations on its
      part to be performed and fulfilled under this Agreement to the end that the
      transactions contemplated by this Agreement shall be effected substantially
      in
      accordance with its terms as soon as reasonably practicable. The parties shall
      cooperate with each other in such actions. Each party shall deliver such further
      documents and take such other actions as may be necessary or appropriate to
      consummate or implement the transactions contemplated hereby or to evidence
      such
      events or matters.




Section
      14.3  Termination .
      This
      Agreement, and the respective rights and obligations of the Shareholders, shall
      terminate upon the earlier to occur of (a) the date of closing of a Company
      Sale
      and (b) the date an Initial Public Offering is completed.




Section
      14.4  No
      Assignment .
      Except
      in connection with a Transfer of Shares permitted under this Agreement, neither
      this Agreement nor any rights or obligations under it are
      assignable.




Section
      14.5  Entire
      Agreement .
      This
      Agreement constitutes the entire agreement and understanding of the parties
      hereto in respect of the subject matter contained herein, and there are no
      restrictions, promises, representations, warranties, covenants or undertakings
      with respect to the subject matter hereof, other than those expressly set forth
      or referred to herein. This Agreement supersedes all prior agreements and
      understanding between the parties hereto with respect to the subject matter
      hereof.




23




Section
      14.6  Obligations
      of Transferees .
      If a
      Holder Transfers any Shares to any Person, it shall be a condition to such
      Transfer that such transferee agree in writing to be bound as a Shareholder
      by
      all of the terms and provisions of this Agreement; provided that any such
      transferee shall automatically be bound by the terms hereof, whether or not
      such
      transferee shall have so agreed in writing.




Section
      14.7  Governing
      Law .
      This
      Agreement and the legal relations between the parties shall be governed by
      and
      construed in accordance with the laws of the State of New York applicable to
      contracts made and performed in such jurisdiction and without regard to conflict
      of law doctrines. Matters
      relating to the internal affairs of the Company shall, as necessary, be governed
      by the laws of the Cayman Islands.




Section
      14.8  Specific
      Performance .
      Each
      Shareholder acknowledges that, in view of the transactions contemplated by
      this
      Agreement, each party would not have an adequate remedy at law for money damages
      if this Agreement has not been performed in accordance with its terms. Each
      Shareholder therefore agrees that the non-breaching parties shall be entitled
      to
      specific enforcement of the terms hereof in addition to any other remedy to
      which such non-breaching parties may be entitled to at law or in
      equity.




Section
      14.9  Headings .
      The
      descriptive headings contained in this Agreement are for convenience only and
      do
      not constitute a part of this Agreement.




Section
      14.10  Counterparts .
      This
      Agreement and any amendment hereto or any other agreement (or document)
      delivered pursuant to this Agreement may be executed in one or more counterparts
      and by different parties in separate counterparts. All of such counterparts
      shall constitute one and the same agreement (or other document) and shall become
      effective when one or more counterparts have been signed by each party and
      delivered to the other parties. This Agreement may be executed in facsimile
      or
      electronic copy with the same binding effect as an original. The
      English and Chinese language versions of this Agreement shall be equally
      valid.




Section
      14.11  Parties
      in Interest .
      This
      Agreement shall be binding upon and inure to the benefit of each party, and
      nothing in this Agreement, express or implied, is intended to confer upon any
      other Person any rights or remedies of any nature whatsoever under or by reason
      of this Agreement. Nothing in this Agreement is intended to relieve or discharge
      the obligation of any third person to any part to this Agreement.




Section
      14.12  Notices .
      Any
      notice or other communication under this Agreement must be given in writing
      and
      (a) delivered in person, (b) transmitted by facsimile, e-mail or other
      electronic means (if a copy of such notice is also mailed as provided in clause
      (c)), or (c) delivered by air courier at the address set forth
      below:




If
      to
      Parent or Company:




NutraCea


5090
      N.
      40th Street, Ste 400


Phoenix,
      AZ 85018


USA


Attn.:
      Bradley D. Edson


facsimile:
      +1-602-522-3001




24




with
      copies to:




Weintraub
      Genshlea Chediak Law Corporation


400
      Capital Mall, 11th Floor


Sacramento,
      CA 95814


USA


Attn.:
      Chris Chediak


facsimile:
      +1-916-446-1611




Latham
      & Watkins LLP


4902
      Jin
      Mao Tower


88
      Century Boulevard


Pudong,
      Shanghai 200121


PRC


Attn.:
      Rowland Cheng


facsimile:
      +86-21-6101-6001





If
      to
      Bright





No.620
      Damuqiao Road,


Shanghai,
      PRC


Attn.:
      Li Yuanzhi


facsimile:
      +8621-6418-9932





If
      to
      Minority Shareholder




Peak
      Capital Inc


411
      Th. Fremd Ave. Suite 206


South
      Building


Rye,
      NY 10580


Attn.
      David King


facsimile:
      (914) 925-3462





or
      to
      such other address or to such other person as any party designates by such
      notice to the other parties. Each such notice or other communication shall
      be
      deemed received and effective (i) if given by facsimile, e-mail or other
      electronic means, when transmitted to the applicable number or e-mail address
      and an appropriate confirmation of receipt is received; (ii) if given by air
      courier, the third business day after the date of dispatch; or (iii) if given
      by
      other means, when actually received at such address.




Section
      14.13  Remedies .
      Except
      to the extent this Section
      14.12 is
      inconsistent with any other provision in this Agreement or applicable law,
      all
      rights and remedies existing under this Agreement are cumulative to and not
      exclusive of, any rights or remedies otherwise available. No (a) failure on
      the
      part of any party to exercise or (b) delay in exercising any right hereunder,
      shall be deemed a waiver of such right. No single or partial exercise of any
      right hereunder shall preclude any further or other exercise of such or any
      other right.




25




Section
      14.14  Severability .
      If any
      provision of this Agreement is determined to be invalid, illegal or
      unenforceable by any governmental entity, the remaining provisions of this
      Agreement shall remain in full force and effect if the essential terms and
      conditions of this Agreement for all parties remain valid, binding and
      enforceable. In the event of determination that any provision of this Agreement
      is invalid, illegal or unenforceable, the parties agree to negotiate in good
      faith to modify this Agreement to fulfill as closely as possible the original
      intents and purposes hereof.




***[Remainder
      of page intentionally left blank]***


26


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




NUTRACEA
                OFFSHORE, LTD.By:
            /s/
                Bradley D. EdsonName:
            Bradley
                D. EdsonTitle:NUTRACEABy:
            /s/
                Bradley D. EdsonName:
            Bradley
                D. EdsonTitle:
            CEOBRIGHT
                FOOD INVESTMENT
              COMPANY,
                LIMITED (HONG KONG).By:
            /s/
                Cao ShuminName:
            Cao
              ShuminTitle:
            PresidentTHE
                MINORITY SHAREHOLDERSPEAK
                CAPITAL INC.By:
            /s/
                David H.P. KingName:
            David
                H.P. KingTitle:
            President




27




**SCHEDULE
      1**





**MINORITY
      SHAREHOLDERS**





Peak
      Capital Inc., a Cayman islands registered company







**SCHEDULE
      2**


**SHAREHOLDERS**





NAME
                OF SHAREHOLDER
            
            PERCENTAGE
              HOLDING
            
            NUMBER
                OF
              SHARESNutraCea
            
            
            72.0
            %
            
            __________Bright
                  Food Investment Company,Limited
                (HONG KONG).
            
            
            18.0
            %
            
            __________Peak
                Capital Inc.
            
            
            10.0
            %
            
            __________








**SCHEDULE
      3**


**CAPITAL
      CALL INSTALLMENTS**





[TO
      BE
      SUPPLIED AFTER SIGNING]







**SCHEDULE
      4**


**CONSTRUCTION
      AND INITIAL OPERATING BUDGET**





**[*]**