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                                                                   EXHIBIT 4.46

                                 ATTACHMENT VII

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
                        2,600,000 Shares of Common Stock
                              of The RiceX Company

         WHEREAS, reference is made to that certain Definitive Agreement, dated
of even date herewith, pursuant to which The RiceX Company, a Delaware
corporation (the "Company"), offered to Intermark Partners Strategic Managment,
an Indiana Limited Liability Company ("IPSM" or "Investor") the option to
purchase as follows: (a) a Warrant to purchase two million six hundred thousand
(2,600,000) Shares of Class I Shares of Common Stock, (b) a Warrant to purchase
up to one million three hundred thousand (1,300,000) Shares of Class II
Restricted Common Stock, and (c) a Warrant to purchase up to one million nine
hundred fifty thousand (1,950,000) Shares of Class III Restricted Common Stock;
and

         WHEREAS, this Warrant shall represent the Class I Warrant ("Warrant")
to be granted to IPSM pursuant to the terms of the Definitive Agreement and the
exercise of its option to purchase.

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

         1.  Grant.

             On the terms and subject to the conditions set forth herein,
Investor is hereby granted the right to purchase, at any time during the
Exercise Period (as hereinafter defined), up to two million six hundred thousand
(2,600,000) Class I 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.

             (a) Exercise Period. This Warrant is exercisable at any time during
the five (5) year period commencing on the date hereof (the "Exercise Period").

             (b) 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, Investor (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.

             (c) Cashless Exercise. At any time during the Exercise Period, the
Holder may, at its option, exchange this Warrant, in whole or in part (a
"Warrant Exchange"), into the number of shares of Common Stock determined in
accordance with this Section 2.3, by surrendering this Warrant at the principal
office of the Company accompanied by a notice stating such Holder's intent to
effect such exchange, the number of Warrant Shares to be exchanged and the date
on which the Holder requests that such Warrant Exchange occur (the "Notice of
Exchange"). The Warrant Exchange shall take place on the date specified in the
Notice of Exchange or, if later, the date the Notice of Exchange is received by
the Company (the "Exchange Date"). Certificates for the shares of Common Stock
issuable upon such Warrant Exchange and, if applicable, a new Warrant of like
tenor evidencing the balance of the Warrant Shares remaining subject to this
Warrant, shall be issued as of the Exchange Date and delivered to the Holder
within seven (7) days following the Exchange Date. In connection with any
Warrant Exchange, this Warrant shall represent the right to subscribe for and
acquire the number of Warrant Shares (rounded to the next highest integer) equal
to (i) the number of Warrant Shares specified by the Holder in its Notice of
Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to
the quotient obtained by dividing (A) the product of the Total Number and the
then-current Exercise Price by (B) the market value of a share of Common Stock
on the Exchange Date, as determined by the closing price or closing bid price of
the Company's Common Stock as reported by the Over-the-Counter Bulletin Board
Market (the "OTC"), the National Association of Securities Dealers Automated
Quotation System ("NASDAQ") or by a national exchange or, if the Common Stock is
not listed on the OTC, on NASDAQ or on an exchange, as determined in good faith
by the Board of the Directors of the Company. Warrants exchanged for shares of
Common Stock shall no longer entitle the holder thereof to purchase Warrant
Shares.

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             (d) Issuance of Certificates. Upon the exercise of this Warrant
pursuant to Section 2.b or Section 2.c 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.

             (i) 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.  Securities Act Restrictions.

             Investor, 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
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.

         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 $.70 per Warrant
Share.

         5.  Adjustments of Exercise Price and Number of Warrant Shares.

             (a) 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

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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.

             (b) 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 (i) the number of shares of Common
Stock issuable upon conversion of the Warrant Shares and (ii) the Exercise Price
prior to the record date for such reclassification, change, consolidation,
merger, sale or conveyance as if such Holder had exercised the Warrant.

             (c) 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.

             (d) 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.

             (e) 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

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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.

         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 therefor, 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

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             (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.

         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.

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

                                       THE RICEX COMPANY

Dated:  October 2, 2000                      By: /s/ DANIEL L. McPEAK, SR.
                                             Daniel L. McPeak
                                             Chairman of the Board and
                                             Chief Executive Officer

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ACCEPTED BY AND AGREED TO:

INTERMARK PARTNERS STRATEGIC MANAGEMENT, LLC


By: /s/ ALAN R. KIMBELL
    Alan R. Kimbell, Member

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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)

                       FORM OF ASSIGNMENT

(To be executed by the registered holder
it 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)

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                             (Insert Social Security or Other Identifying
                              Number of Assignee)

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