EXHIBIT 4.22

                                                                      W-200400-1

THE WARRANTS  REPRESENTED BY THIS  CERTIFICATE AND THE SECURITIES  ISSUABLE UPON
EXERCISE  THEREOF HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "ACT"),  AND MAY NOT BE OFFERED OR SOLD EXCEPT (I) PURSUANT TO AN
EFFECTIVE  REGISTRATION  STATEMENT UNDER THE ACT, (II) TO THE EXTENT APPLICABLE,
PURSUANT TO RULES 701 AND 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT
RELATING TO THE  DISPOSITION OF  SECURITIES),  OR (III) UPON THE DELIVERY BY THE
HOLDER TO THE  COMPANY OF AN  OPINION OF  COUNSEL,  REASONABLY  SATISFACTORY  TO
COUNSEL FOR THE ISSUER,  STATING THAT AN EXEMPTION FROM REGISTRATION  UNDER SUCH
ACT IS AVAILABLE.  THE HOLDER HEREOF MAY NOT ENGAGE IN HEDGING TRANSACTIONS WITH
REGARD TO SUCH SECURITIES UNLESS IN COMPLIANCE WITH THE ACT.

THE  TRANSFER OR EXCHANGE OF THE WARRANTS  REPRESENTED  BY THIS  CERTIFICATE  IS
RESTRICTED IN ACCORDANCE HEREWITH.

                            Warrant to Purchase up to
                          15,000 Shares of Common Stock
                              of The RiceX Company


         WHEREAS, The RiceX Company, a Delaware corporation (the "Company"),
issues to Neil J. Clendeninn ("Individual") a Warrant to purchase an aggregate
of 15,000 shares of Common Stock of the Company ("Common Stock") in
consideration for serving as an advisor to the now current CEO of The RiceX
Company hence member of The RiceX Company Global Advisory Council for a period
of one year or for as long as the now current CEO remains in office, whichever
is less, and

         WHEREAS, The RiceX Company may refer to members of the RiceX Global
Advisory Council on the Company webpage, in web and print publications, and in
the general course of business from time to time,

         NOW, THEREFORE, the Company and Individual agree as follows:

                  1.       GRANT. On the terms and subject to the conditions set
forth herein, Individual is hereby granted the right to purchase, at any time
during the Exercise Period (as hereinafter defined), up to 15,000 shares of
Common Stock (the "Warrant Shares") of the Company at the Exercise Price (as
defined below and as subject to adjustment as provided in Article 5 hereof).


















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                  2.       EXERCISE OF WARRANT.

                           2.1      EXERCISE PERIOD. This Warrant is exercisable
at any time during the three (3) year period commencing on the date hereof (the
"Exercise Period").

                           2.2      CASH EXERCISE. The Warrant is exercisable at
a price of per Warrant Share equal to the Exercise Price (as hereinafter
defined) payable in cash or by check to the order of the Company, or any
combination of cash or check, subject to adjustment as provided in Article 5
hereof. Upon surrender of this Warrant with the annexed Form of Election to
Purchase duly executed, together with payment of the Exercise Price for the
Warrant Shares purchased, at the Company's principal offices, Individual (or
other registered holder of this Warrant (the "Holder") shall be entitled to
receive a certificate or certificates for the Warrant Shares so purchased. The
purchase rights represented by this Warrant are exercisable at the option of the
Holder, in whole or in part (but not as to fractional Warrant Shares). In the
case of the purchase of less than all the Warrant Shares purchasable under this
Warrant, the Company shall cancel said Warrant upon the surrender thereof and
shall execute and deliver a new Warrant of like tenor for the balance of the
Warrant Shares purchasable thereunder.

                           2.3      ISSUANCE OF CERTIFICATES. Upon the exercise
of this Warrant pursuant to Section 2.2 above, the issuance of certificates
representing the Warrant Shares purchased shall be made forthwith without charge
to the Holder thereof including, without limitation, any tax which may be
payable in respect of the issuance thereof, and such certificates shall (subject
to the provisions of Article 3 hereof) be issued in the name of, or in such
names as may be directed by, the Holder thereof; provided, however, that the
Company shall not be required to pay any tax which may be payable in respect of
any transfer involved in the issuance and delivery of any such certificates in a
name other than that of the Holder and the Company shall not be required to
issue or deliver such certificates unless or until the person or persons
requesting the issuance thereof shall have paid to the Company the amount of
such tax or shall have established to the satisfaction of the Company that such
tax has been paid.

                  Upon exercise, in whole or in part, of this Warrant,
certificates representing the Warrant Shares shall bear a legend substantially
similar to the following:

                  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                  "ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT (I) PURSUANT TO
                  AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (II) TO THE
                  EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY
                  SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF
                  SECURITIES), OR (III) UPON THE DELIVERY BY THE HOLDER TO THE
                  COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO
                  THE ISSUER, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER
                  SUCH ACT IS AVAILABLE."



                  3.       RESTRICTIONS ON TRANSFER OF WARRANTS.





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                           3.1      RIGHT OF FIRST REFUSAL. The transfer of this
Warrant and the Warrant Shares issuable upon exercise of this Warrant is subject
to a right of first refusal in favor of the Company and other restrictions on
transferability set forth in the Subscription Agreement, and the terms of
conditions of such right of first refusal and such other restrictions on
transferability are incorporated by reference into this Warrant as if fully set
forth herein.

                           3.2      SECURITIES ACT RESTRICTIONS. Individual, by
his acceptance hereof, covenants and agrees that this Warrant is being acquired
as an investment and not with a view to the distribution thereof, and that
neither this Warrant nor, if exercised, any Warrant Shares, may be offered or
sold except (i) pursuant to an effective registration statement under the Act,
(ii) to the extent applicable, pursuant to Rule144 under the Act (or any similar
rule under such Act relating to the disposition of securities), or (iii) upon
the delivery by the holder to the Company of an opinion of counsel, reasonably
satisfactory to the issuer, stating that an exemption from registration under
such Act is available.

                  4.       EXERCISE PRICE AND ADJUSTED EXERCISE PRICE. Subject
to adjustment as set forth in Section 5, the exercise price of the Warrant
Shares (the "Exercise Price") shall be equal to $0.18 per Warrant Share.

                  5.       ADJUSTMENTS OF EXERCISE PRICE AND NUMBER OF WARRANT
SHARES.

                           5.1      STOCK SPLIT, STOCK DIVIDEND, SUBDIVISION AND
COMBINATION. In case the Company shall at any time subdivide or combine the
outstanding shares of Common Stock (including by way of a stock dividend), the
Exercise Price shall forthwith be proportionately decreased in the case of
subdivision or increased in the case of combination. Upon each adjustment of the
Exercise Price pursuant to the provisions of this Section 5.1, the number of
Warrant Shares issuable upon the exercise of this Warrant shall be adjusted to
the nearest full Warrant Share by multiplying a number equal to the Exercise
Price in effect immediately prior to such adjustment by the number of Warrant
Shares issuable upon exercise of the Warrant immediately prior to such
adjustment and dividing the product so obtained by the adjusted Exercise Price.

                           5.2      RECLASSIFICATION, CONSOLIDATION, MERGER,
ETC. In case of any reclassification or change of the outstanding shares of
Common Stock (other than a change in par value to no par value, or from no par
value to par value, or as a result of a subdivision or combination), or in the
case of any consolidation of the Company with, or merger of the Company into,
another corporation (other than a consolidation or merger in which the Company
is the surviving corporation and which does not result in any reclassification
or change of the outstanding shares of Common Stock, except a change as a result
of a subdivision or combination of such shares or a change in par value, as
aforesaid), or in the case of a sale or conveyance to another corporation of the
property of the Company as an entirety, the Holder shall thereafter have the
right to purchase the kind and number of shares of stock and other securities
and property receivable upon such reclassification, change, consolidation,
merger, sale or conveyance as if the Holder were the owners of the Warrant
Shares underlying the Warrant at a price equal to the product of (x) the number
of shares of Common Stock issuable upon conversion of the Warrant Shares and (y)
the Exercise Price prior to the record date for such





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reclassification, change, consolidation, merger, sale or conveyance as if such
Holder had exercised the Warrant.

                           5.3      REDEMPTION OF WARRANT; REDEMPTION OF WARRANT
SHARES. Notwithstanding anything to the contrary contained in the Warrant or
elsewhere, the Warrant cannot be redeemed by the Company under any
circumstances.

                           5.4      DIVIDENDS AND OTHER DISTRIBUTIONS WITH
RESPECT TO OUTSTANDING SECURITIES. In the event that the Company shall at any
time prior to the exercise of the Warrant declare a dividend (other than a
dividend consisting solely of shares of Common Stock (which shall be governed by
Section 5.1) or a cash dividend or distribution payable out of current or
retained earnings) or otherwise distribute to its shareholders any monies,
assets, property, rights, evidences of indebtedness, securities (other than
shares of Common Stock), whether issued by the Company or by another person or
entity, or any other thing of value, the Holder of the Warrant shall thereafter
be entitled, in addition to the securities receivable upon the exercise thereof,
to receive, upon the exercise of such Warrant, the same monies, property,
assets, rights, evidences of indebtedness, securities or any other thing of
value that he would have been entitled to receive at the time of such dividend
or distribution. At the time of any such dividend or distribution, the Company
shall make appropriate reserves to ensure the timely performance of the
provisions of this Section 5.4.

                           5.5      SUBSCRIPTION RIGHTS FOR SHARES OF COMMON
STOCK OR OTHER SECURITIES. In the case that the Company or an affiliate of the
Company shall at any time after the date hereof and prior to the exercise of the
Warrant issue any rights to subscribe for shares of Common Stock or any other
securities of the Company or of such affiliate to all the shareholders of the
Company, the Holder of the unexercised Warrant shall be entitled, in addition to
the securities receivable upon the exercise of the Warrant, to receive such
rights at the time such rights are distributed to the other shareholders of the
Company.

                  6.       EXCHANGE AND REPLACEMENT OF WARRANT CERTIFICATES.
This Warrant is exchangeable without expense, upon the surrender hereof by the
registered Holder at the principal executive office of the Company, for a new
Warrant Certificate of like tenor and date representing in the aggregate the
right to purchase the same number of Warrant Shares in such denominations as
shall be designated by the Holder thereof at the time of such surrender. Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of the Warrant Certificate, and, in case of
loss, theft or destruction, of indemnity or security reasonably satisfactory to
it, and reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender and cancellation of the Warrant, if mutilated, the
Company will make and deliver a new Warrant Certificate of like tenor, in lieu
thereof.

                  7.       ELIMINATION OF FRACTIONAL INTERESTS. The Company
shall not be required to issue certificates representing fractions of Warrant
Shares upon the exercise of this Warrant, nor shall it be required to issue
scrip or pay cash in lieu of fractional interests, it being the intent of the
parties that all fractional interests shall be eliminated by rounding any
fraction up to the nearest whole number of Warrant Shares.





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                  8.       RESERVATION OF SECURITIES. The Company shall at all
times reserve and keep available out of its authorized shares of Common Stock,
solely for the purpose of issuance upon the exercise of the Warrant, such number
of shares of Common Stock (or other securities) as shall be issuable upon such
exercise. The Company covenants and agrees that, upon exercise of the Warrant
and payment of the Exercise Price therefore, all shares of Common Stock issuable
upon such exercise shall be duly and validly issued, fully paid, non-assessable
and not subject to the preemptive rights of any shareholder.

                  9.       NOTICES TO WARRANT HOLDER. If, at any time prior to
the expiration or exercise of this Warrant, any of the following events shall
occur:

                                    (a)      the Company shall take a record of
the holders of its shares of Common Stock for the purpose of entitling them to
receive a dividend or distribution payable otherwise than in cash, or a cash
dividend or distribution payable otherwise than out of current or retained
earnings, as indicated by the accounting treatment of such dividend or
distribution on the books of the Company; or

                                    (b)      the Company shall offer to all the
holders of its Common Stock any additional shares of capital stock of the
Company or securities convertible into or exchangeable for shares of capital
stock of the Company, or any option, right or warrant to subscribe therefore; or

                                    (c)      a dissolution, liquidation or
winding up of the Company (other than in connection with a consolidation or
merger) or a sale of all or substantially all of its property, assets and
business as an entirety shall be proposed;

then, in any one or more of said events, the Company shall give written notice
to the Holder of such event at least fifteen (15) days prior to the date fixed
as a record date or the date of closing the transfer books for the determination
of the shareholders entitled to such dividend, distribution, convertible or
exchangeable securities or subscription rights, options or warrants, or entitled
to vote on such proposed dissolution, liquidation, winding up or sale. Such
notice shall specify such record date or the date of closing the transfer books,
as the case may be. Failure to give such notice or any defect therein shall not
affect the validity of any action taken in connection with the declaration or
payment of any such dividend or distribution, or the issuance of any convertible
or exchangeable securities or subscription rights, options or warrants, or any
proposed dissolution, liquidation, winding up or sale.

                  10.      NOTICES. All notices, requests, consents and other
communications hereunder shall be in writing and shall be deemed to have been
duly made when delivered, or mailed by registered or certified mail, return
receipt requested:

                                    (a)      If to the registered Holder of the
Warrant, to the address of such Holder as shown on the books of the Company; or

                                    (b)      If to the Company, to the address
set forth on the signature page of this Warrant or to such other address as the
Company may designate by notice to the Holder.






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                  11.      SUCCESSORS. All the covenants and provisions of this
Agreement by or for the benefit of the Company and the Holder inure to the
benefit of their respective successors and assigns hereunder.

                  12.      GOVERNING LAW. This Warrant shall be deemed to be a
contract made under the laws of the State of California and for all purposes
shall be construed in accordance with the laws of said State.

                  13.      COUNTERPARTS. This Warrant may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and such counterparts shall together constitute but
one and the same instrument.

                         [SIGNATURES ON FOLLOWING PAGE]














































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                  IN WITNESS WHEREOF, the Company has caused this Warrant to be
duly executed.

Dated:  October 4, 2004                       THE RICEX COMPANY



                                              By:     /s/ TERRENCE BARBER
                                                      -------------------------
                                              Name:   Terrence Barber
                                              Title:  Chief Executive Officer




ACCEPTED BY AND AGREED TO:

NEIL J. CLENDENINN

----------------------------
By:_________________________
Its:________________________






































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                              ELECTION TO PURCHASE

                  The undersigned hereby irrevocably elects to exercise the
right, represented by this Warrant, to purchase _________ shares of Common Stock
of The RiceX Company (or its successor) and herewith tenders in payment for such
shares cash or a check payable to the order of The RiceX Company in the amount
of $ _________, all in accordance with the terms hereof. The undersigned
requests that a certificate for such shares be registered in the name of
____________________, whose address is ____________________, and that such
Certificate be delivered to ____________________, whose address is
________________________________________.



Dated: _________________            Signature: _________________________________

                                             (Signature must conform in all
                                             respects to name of holder as
                                             specified on the face of the
                                             Warrant Certificate.)


                                             ___________________________________


                                             ___________________________________
                                              (Insert Social Security or Other
                                                Identifying Number of Holder)
































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                               FORM OF ASSIGNMENT

             (To be executed by the registered holder if such holder
                  desires to transfer the Warrant Certificate.)


                  FOR VALUE RECEIVED hereby sells, assigns and transfers unto
(Please print name and address of transferee) this Warrant [or a portion of this
Warrant equal to ____________ shares of Common Stock], together with all right,
title and interest therein, and does hereby irrevocably constitute and appoint
_______________, Attorney, to transfer the within Warrant Certificate on the
books of the within-named Company, with full power of substitution.



Dated: _________________            Signature: _________________________________

                                             (Signature must conform in all
                                             respects to name of holder as
                                             specified on the face of the
                                             Warrant Certificate.)


                                             ___________________________________


                                             ___________________________________
                                              (Insert Social Security or Other
                                               Identifying Number of Assignee)