**NUTRACEA**


**2005
      EQUITY INCENTIVE PLAN**


**NOTICE
      OF GRANT OF RESTRICTED STOCK**





Unless
      otherwise defined herein, the terms defined in the NutraCea 2005 Equity
      Incentive Plan (the “ **Plan** ”)
      will
      have the same defined meanings in this Notice of Grant of Restricted Stock
      (the
“ **Notice
      of Grant** ”)
      and
      Terms and Conditions of Restricted Stock Grant, attached hereto as Exhibit
      A (together, the “ **Agreement** ”).





**Participant:****Address:**





Participant
      has been granted the right to receive an Award of Restricted Stock, subject
      to
      the terms and conditions of the Plan and this Agreement, as follows:




Grant
                NumberDate
                of GrantVesting
                Commencement DateNumber
                of Shares Granted





Vesting
      Schedule :





Subject
      to any acceleration provisions contained in the Plan or as set forth below
      in
      this Notice of Grant, the Restricted Stock will vest and the Company’s right to
      reacquire the Restricted Stock will lapse in accordance with the following
      schedule: ______________________]







By
      Participant’s signature and the signature of the Company’s representative below,
      Participant and the Company agree that this Award of Restricted Stock is granted
      under and governed by the terms and conditions of the Plan and this Agreement.
      Participant has reviewed the Plan and this Agreement in their entirety, has
      had
      an opportunity to obtain the advice of counsel prior to executing this Agreement
      and fully understands all provisions of the Plan and Agreement. Participant
      hereby agrees to accept as binding, conclusive and final all decisions or
      interpretations of the Committee upon any questions relating to the Plan and
      Agreement. Participant further agrees to notify the Company upon any change
      in
      the residence address indicated below.




PARTICIPANT
            
            NUTRACEASignature
            
            ByPrint
                Name
            
            NameAddress:Title







**EXHIBIT
      A**





**TERMS
      AND CONDITIONS OF RESTRICTED STOCK GRANT**





1.  Grant
      of Restricted Stock .
      The
      Company hereby grants to the Participant named in the Notice of Grant (the
      “ **Participant** ”)
      under
      the Plan for past services and as a separate incentive in connection with his
      or
      her services and not in lieu of any salary or other compensation for his or
      her
      services, an Award of Shares of the Company’s common stock (“ **Restricted
      Stock** ”),
      subject to all of the terms and conditions in this Agreement and the Plan,
      which
      is incorporated herein by reference. Subject to Section 21 of the Plan, in
      the event of a conflict between the terms and conditions of the Plan and the
      terms and conditions of this Agreement, the terms and conditions of the Plan
      will prevail.





2.  Escrow
      of Shares .





(a)  All
      Shares of Restricted Stock will, upon execution of this Agreement, be delivered
      and deposited with an escrow holder designated by the Company (the “ **Escrow
      Holder** ”).
      The
      Shares of Restricted Stock will be held by the Escrow Holder until such time
      as
      the Shares of Restricted Stock vest or the date Participant ceases to be an
      employee, director or consultant to the Company (a “ **Service
      Provider** ”).





(b)  The
      Escrow Holder will not be liable for any act it may do or omit to do with
      respect to holding the Shares of Restricted Stock in escrow while acting in
      good
      faith and in the exercise of its judgment.





(c)  Upon
      Participant’s termination as a Service Provider for any reason, the Escrow
      Holder, upon receipt of written notice of such termination, will take all steps
      necessary to accomplish the transfer of the unvested Shares of Restricted Stock
      to the Company. Participant hereby appoints the Escrow Holder with full power
      of
      substitution, as Participant’s true and lawful attorney-in-fact with irrevocable
      power and authority in the name and on behalf of Participant to take any action
      and execute all documents and instruments, including, without limitation, stock
      powers which may be necessary to transfer the certificate or certificates
      evidencing such unvested Shares of Restricted Stock to the Company upon such
      termination.





(d)  The
      Escrow Holder will take all steps necessary to accomplish the transfer of Shares
      of Restricted Stock to Participant after they vest following Participant’s
      request that the Escrow Holder do so.





(e)  Subject
      to the terms hereof, Participant will have all the rights of a stockholder
      with
      respect to the Shares while they are held in escrow, including without
      limitation, the right to vote the Shares and to receive any cash dividends
      declared thereon.





(f)  In
      the
      event of any dividend or other distribution (whether in the form of cash,
      Shares, other securities, or other property), recapitalization, stock split,
      reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
      combination, repurchase, or exchange of Shares or other securities of the
      Company, or other change in the corporate structure of the Company affecting
      the
      Shares, the Shares of Restricted Stock will be increased, reduced or otherwise
      changed, and by virtue of any such change Participant will in his or her
      capacity as owner of unvested Shares of Restricted Stock be entitled to new
      or
      additional or different shares of stock, cash or securities (other than rights
      or warrants to purchase securities); such new or additional or different shares,
      cash or securities will thereupon be considered to be unvested Shares of
      Restricted Stock and will be subject to all of the conditions and restrictions
      which were applicable to the unvested Shares of Restricted Stock pursuant to
      this Agreement. If Participant receives rights or warrants with respect to
      any
      unvested Shares of Restricted Stock, such rights or warrants may be held or
      exercised by Participant, provided that until such exercise any such rights
      or
      warrants and after such exercise any shares or other securities acquired by
      the
      exercise of such rights or warrants will be considered to be unvested Shares
      of
      Restricted Stock and will be subject to all of the conditions and restrictions
      which were applicable to the unvested Shares of Restricted Stock pursuant to
      this Agreement. The Committee in its absolute discretion at any time may
      accelerate the vesting of all or any portion of such new or additional shares
      of
      stock, cash or securities, rights or warrants to purchase securities or shares
      or other securities acquired by the exercise of such rights or warrants.







(g)  The
      Company may instruct the transfer agent for its Common Stock to place a legend
      on the certificates representing the Restricted Stock or otherwise note its
      records as to the restrictions on transfer set forth in this Agreement.





3.  Vesting
      Schedule .
      Except
      as provided in Section 4, and subject to Section 5, the Shares of
      Restricted Stock awarded by this Agreement will vest in accordance with the
      vesting provisions set forth in the Notice of Grant. Shares of Restricted Stock
      scheduled to vest on a certain date or upon the occurrence of a certain
      condition will not vest in Participant in accordance with any of the provisions
      of this Agreement, unless Participant will have been continuously a Service
      Provider from the Date of Grant until the date such vesting occurs.





4.  Committee
      Discretion .
      The
      Committee, in its discretion, may accelerate the vesting of the balance, or
      some
      lesser portion of the balance, of the unvested Restricted Stock at any time,
      subject to the terms of the Plan. If so accelerated, such Restricted Stock
      will
      be considered as having vested as of the date specified by the Committee.





5.  Forfeiture
      upon Termination of Status as a Service Provider .
      Notwithstanding any contrary provision of this Agreement, the balance of the
      Shares of Restricted Stock that have not vested at the time of Participant’s
      termination as a Service Provider for any reason will be forfeited and
      automatically transferred to and reacquired by the Company at no cost to the
      Company upon the date of such termination and Participant will have no further
      rights thereunder. Participant will not be entitled to a refund of the price
      paid for the Shares of Restricted Stock, if any, returned to the Company
      pursuant to this Section 5. Participant hereby appoints the Escrow Holder
      with full power of substitution, as Participant’s true and lawful
      attorney-in-fact with irrevocable power and authority in the name and on behalf
      of Participant to take any action and execute all documents and instruments,
      including, without limitation, stock powers which may be necessary to transfer
      the certificate or certificates evidencing such unvested Shares to the Company
      upon such termination of service.





6.  Death
      of Participant .
      Any
      distribution or delivery to be made to Participant under this Agreement will,
      if
      Participant is then deceased, be made to Participant’s designated beneficiary,
      or if no beneficiary survives Participant, the administrator or executor of
      Participant’s estate. Any such transferee must furnish the Company with
      (a) written notice of his or her status as transferee, and
      (b) evidence satisfactory to the Company to establish the validity of the
      transfer and compliance with any laws or regulations pertaining to said
      transfer.










7.  Withholding
      of Taxes .
      Notwithstanding any contrary provision of this Agreement, no certificate
      representing the Shares of Restricted Stock may be released from the escrow
      established pursuant to Section 2, unless and until satisfactory
      arrangements (as determined by the Committee) will have been made by Participant
      with respect to the payment of income, employment and other taxes which the
      Company determines must be withheld with respect to such Shares. The Committee,
      in its sole discretion and pursuant to such procedures as it may specify from
      time to time, may permit Participant to satisfy such tax withholding obligation,
      in whole or in part by one or more of the following (without limitation):
      (a) paying cash, (b) electing to have the Company withhold otherwise
      deliverable Shares having a Fair Market Value equal to the minimum amount
      required to be withheld, (c) delivering to the Company already vested and
      owned Shares having a Fair Market Value equal to the amount required to be
      withheld, or (d) selling a sufficient number of such Shares otherwise
      deliverable to Participant through such means as the Company may determine
      in
      its sole discretion (whether through a broker or otherwise) equal to the amount
      required to be withheld. To the extent determined appropriate by the Company
      in
      its discretion, it will have the right (but not the obligation) to satisfy
      any
      tax withholding obligations by reducing the number of Shares otherwise
      deliverable to Participant. If Participant fails to make satisfactory
      arrangements for the payment of any required tax withholding obligations
      hereunder at the time any applicable Shares otherwise are scheduled to vest
      pursuant to Sections 3 or 4, Participant will permanently forfeit such Shares
      and the Shares will be returned to the Company at no cost to the Company.





8.  Rights
      as Stockholder .
      Neither
      Participant nor any person claiming under or through Participant will have
      any
      of the rights or privileges of a stockholder of the Company in respect of any
      Shares deliverable hereunder unless and until certificates representing such
      Shares will have been issued, recorded on the records of the Company or its
      transfer agents or registrars, and delivered to Participant or the Escrow
      Holder. Except as provided in Section 2, after such issuance, recordation
      and delivery, Participant will have all the rights of a stockholder of the
      Company with respect to voting such Shares and receipt of dividends and
      distributions on such Shares.





9.  No
      Guarantee of Continued Service .
      PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE SHARES OF RESTRICTED
      STOCK PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING
      AS A
      SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY
      EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED,
      BEING GRANTED THIS RESTRICTED STOCK OR ACQUIRING SHARES HEREUNDER. PARTICIPANT
      FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS
      CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT
      CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE
      PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT
      INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR
      THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE
      PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT
      CAUSE.





10.  Address
      for Notices .
      Any
      notice to be given to the Company under the terms of this Agreement will be
      addressed to the Company at NutraCea, 5090 N. 40 th Street,
      Suite 400, Phoenix, Arizona 85018, or at such other address as the Company
      may
      hereafter designate in writing.





11.  Grant
      is Not Transferable .
      Except
      to the limited extent provided in Section 6, the unvested Shares subject to
      this grant and the rights and privileges conferred hereby will not be
      transferred, assigned, pledged or hypothecated in any way (whether by operation
      of law or otherwise) and will not be subject to sale under execution, attachment
      or similar process. Upon any attempt to transfer, assign, pledge, hypothecate
      or
      otherwise dispose of any unvested Shares of Restricted Stock subject to this
      grant, or any right or privilege conferred hereby, or upon any attempted sale
      under any execution, attachment or similar process, this grant and the rights
      and privileges conferred hereby immediately will become null and void.








12.  Binding
      Agreement .
      Subject
      to the limitation on the transferability of this grant contained herein, this
      Agreement will be binding upon and inure to the benefit of the heirs, legatees,
      legal representatives, successors and assigns of the parties hereto.





13.  Additional
      Conditions to Release from Escrow .
      The
      Company will not be required to issue any certificate or certificates for Shares
      hereunder or release such Shares from the escrow established pursuant to
      Section 2 prior to fulfillment of all the following conditions:
      (a) the admission of such Shares to listing on all stock exchanges on which
      such class of stock is then listed; (b) the completion of any registration
      or other qualification of such Shares under any state or federal law or under
      the rulings or regulations of the Securities and Exchange Commission or any
      other governmental regulatory body, which the Committee will, in its absolute
      discretion, deem necessary or advisable; (c) the obtaining of any approval
      or other clearance from any state or federal governmental agency, which the
      Committee will, in its absolute discretion, determine to be necessary or
      advisable; and (d) the lapse of such reasonable period of time following
      the date of grant of the Restricted Stock as the Committee may establish from
      time to time for reasons of administrative convenience.





14.  Plan
      Governs .
      This
      Agreement is subject to all terms and provisions of the Plan. In the event
      of a
      conflict between one or more provisions of this Agreement and one or more
      provisions of the Plan, the provisions of the Plan will govern. Capitalized
      terms used and not defined in this Agreement will have the meaning set forth
      in
      the Plan.





15.  Committee
      Authority .
      The
      Committee will have the power to interpret the Plan and this Agreement and
      to
      adopt such rules for the administration, interpretation and application of
      the
      Plan as are consistent therewith and to interpret or revoke any such rules
      (including, but not limited to, the determination of whether or not any Shares
      of Restricted Stock have vested). All actions taken and all interpretations
      and
      determinations made by the Committee in good faith will be final and binding
      upon Participant, the Company and all other interested persons. No member of
      the
      Committee will be personally liable for any action, determination or
      interpretation made in good faith with respect to the Plan or this Agreement.




16.  Electronic
      Delivery .
      The
      Company may, in its sole discretion, decide to deliver any documents related
      to
      the Shares of Restricted Stock awarded under the Plan or future Restricted
      Stock
      that may be awarded under the Plan by electronic means or request Participant’s
      consent to participate in the Plan by electronic means. Participant hereby
      consents to receive such documents by electronic delivery and agrees to
      participate in the Plan through any on-line or electronic system established
      and
      maintained by the Company or another third party designated by the Company.





17.  Captions .
      Captions provided herein are for convenience only and are not to serve as a
      basis for interpretation or construction of this Agreement.





18.  Agreement
      Severable .
      In the
      event that any provision in this Agreement will be held invalid or
      unenforceable, such provision will be severable from, and such invalidity or
      unenforceability will not be construed to have any effect on, the remaining
      provisions of this Agreement.





19.  Modifications
      to the Agreement .
      This
      Agreement constitutes the entire understanding of the parties on the subjects
      covered. Participant expressly warrants that he or she is not accepting this
      Agreement in reliance on any promises, representations, or inducements other
      than those contained herein. Modifications to this Agreement or the Plan can
      be
      made only in an express written contract executed by a duly authorized officer
      of the Company. Notwithstanding anything to the contrary in the Plan or this
      Agreement, the Company reserves the right to revise this Agreement as it deems
      necessary or advisable, in its sole discretion and without the consent of
      Participant, to comply with Section 409A of the Internal Revenue Code of
      1986, as amended (the “ **Code** ”)
      or to
      otherwise avoid imposition of any additional tax or income recognition under
      Section 409A of the Code in connection to this Award of Restricted Stock.







20.  Amendment,
      Suspension or Termination of the Plan .
      By
      accepting this Award, Participant expressly warrants that he or she has received
      an Award of Restricted Stock under the Plan, and has received, read and
      understood a description of the Plan. Participant understands that the Plan
      is
      discretionary in nature and may be amended, suspended or terminated by the
      Company at any time.





21.  Governing
      Law .
      This
      Agreement will be governed by the laws of the State of California, without
      giving effect to the conflict of law principles thereof. For purposes of
      litigating any dispute that arises under this Award of Restricted Stock or
      this
      Agreement, the parties hereby submit to and consent to the jurisdiction of
      the
      State of California **,** and
      agree that such litigation will be conducted in the courts of Sacramento County,
      California or the federal courts for the United States for the Eastern District
      of California, and no other courts, where this Award of Restricted Stock is
      made
      and/or to be performed.