<PAGE>

THE SECURITIES REPRESENTED BY THIS WARRANT AND THE COMMON STOCK ISSUABLE
THEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAW AND, ACCORDINGLY,
THE SECURITIES REPRESENTED BY THIS WARRANT MAY NOT BE RESOLD, PLEDGED, OR
OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER, OR IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER, THE SECURITIES ACT
AND IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS.


                                      WARRANT

                            to Purchase Common Stock of

                                 THE RICEX COMPANY

Warrant Number 98-1                               Expiring on December 31, 2003


     This Warrant to Purchase Common Stock (the "Warrant") certifies that for
value received, FoodCeuticals, LLC a Delaware limited liability company (the
"Holder"), or its registered assigns, is entitled to subscribe for and purchase
from the Company (as hereinafter defined), in whole or in part, 2,428,242 shares
of duly authorized, validly issued, fully paid and non-assessable shares of
Common Stock (as hereinafter defined) at an initial Exercise Price (as
hereinafter defined), subject, however, to the provisions and upon the terms and
conditions hereinafter set forth.  The number of Warrants (as hereinafter
defined), the number of shares of Common Stock purchasable hereunder, and the
Exercise Price therefor are subject to adjustment as hereinafter set forth.
This Warrant and all rights hereunder shall expire at 5:00PM, New York City
time, on December 31, 2003.

     As used herein, the following terms shall have the meanings set forth
below:

     "COMPANY" shall mean The RiceX Company, a Delaware corporation, and shall
also include any successor thereto with respect to the obligations hereunder, by
merger, consolidation or otherwise.

     "COMMON STOCK" shall mean and include the Company's Common Stock, par value
$0.001 per share, authorized on the date of the original issue of this Warrant
and shall also include (i) in case of any reorganization, reclassification,
consolidation, merger, share exchange


<PAGE>

or sale, transfer or other disposition of assets of the character referred to in
Section 3.5 hereof, the stock, securities provided for in such Section 3.5, and
(ii) any other shares of common stock of the Company into which such shares of
Common Stock may be converted.

     "EXERCISE PRICE" shall mean the initial purchase price of $0.75 per share
of Common Stock payable upon exercise of the Warrant.  The Exercise Price shall
be adjusted from time to time pursuant to the provisions hereof.

     "MARKET PRICE" for any day, when used with reference to Common Stock, shall
mean the price of said Common Stock determined as follows: (i) the last reported
sale price for the Common Stock on such day on the principal securities exchange
on which the Common Stock is listed or admitted to trading or if no such sale
takes place on such date, the average of the closing bid and asked prices
thereof as officially reported, or, if not so listed or admitted to trading on
any securities exchange, the last sale price for the Common Stock on the
National Association of Securities Dealers National Market System or SmallCap
Market on such date, or, if there shall have been no trading on such date or if
the Common Stock shall not be listed on such system, the average of the closing
bid and asked prices in the over-the-counter market as furnished by any NASD
member firm selected from time to time by the Company for such purpose, in each
such case, unless otherwise provided herein, averaged over a period of ten (10)
consecutive Trading Days ending two (2) days prior to the date as of which the
determination is to be made; or (ii) if the Common Stock shall not be listed or
admitted to trading or the closing bid and asked prices are unable to be
furnished by an NASD member firm, as provided in clause (i) above, the fair
market value of the Common Stock as determined in good faith by the Board of
Directors of the Company.

     "NOTES" shall mean the Promissory Notes of the Company issued to the Holder
as of the date hereof in the original principal amount of up to $4,000,000, as
may be amended, modified, substituted or replaced.

      "PERSON" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof, estate or other
entity.

     "REGISTRATION RIGHTS AGREEMENT" shall mean the Registration Rights
Agreement dated the date hereof between the Company and the Holder providing for
the registration of the Common Stock under the Securities Act.

     "SECURITIES ACT" means the Securities Act of 1933, as amended.


                                         -2-
<PAGE>

     "TRADING DAYS" shall mean any days during the course of which the principal
securities exchange on which the Common Stock is listed or admitted to trading
is open for the exchange of securities.
     "WARRANT" shall mean the right upon exercise to purchase one Warrant Share.

     "WARRANT SHARES" shall mean the shares of Common Stock purchased or
purchasable by the holder hereof upon the exercise of the Warrants.


                                     ARTICLE I
                                EXERCISE OF WARRANTS

     1.1  METHOD OF EXERCISE.  The Warrants represented hereby may be exercised
by the holder hereof, in whole or in part, at any time and from time to time on
or after the date hereof until 5:00PM, New York City time, on December 31, 2003.
To exercise the Warrants, the holder hereof shall deliver to the Company, at the
Warrant Office designated in Section 2.1 hereof, (i) a written notice in the
form of the Subscription Notice attached as an exhibit hereto, stating therein
the election of such holder to exercise the Warrants in the manner provided in
the Subscription Notice; (ii) payment in full of the Exercise Price (A) in cash
or by bank check for all Warrant Shares purchased hereunder, or (B) through a
"cashless" or "net-issue" exercise of each such Warrant ("Cashless Exercise");
the holder shall exchange each Warrant subject to a Cashless Exercise for that
number of Warrant Shares determined by multiplying the number of Warrant Shares
issuable hereunder by a fraction, the numerator of which shall be the difference
between (x) the Market Price and (y) the Exercise Price for each such Warrant,
and the denominator of which shall be the Market Price; the Subscription Notice
shall set forth the calculation upon which the Cashless Exercise is based, or
(C) a combination of (A) and (B) above; and (iii) this Warrant.  The Warrants
shall be deemed to be exercised on the date of receipt by the Company of the
Subscription Notice, accompanied by payment for the Warrant Shares and surrender
of this Warrant, as aforesaid, and such date is referred to herein as the
"Exercise Date".  Upon such exercise, the Company shall, as promptly as
practicable and in any event within three (3) business days, issue and deliver
to such holder a certificate or certificates for the full number of the Warrant
Shares purchased by such holder hereunder, and shall, unless the Warrants have
expired, deliver to the holder hereof a new Warrant representing the number of
Warrants, if any, that shall not have been exercised, in all other respects
identical to this Warrant.  As permitted by applicable law, the Person in whose
name the certificates for Common Stock are to be issued shall be deemed to have
become a holder of record of such Common Stock on the Exercise Date and shall be
entitled to all of the benefits of such holder on the Exercise Date, including
without


                                         -3-
<PAGE>

limitation, the right to receive dividends and other distributions for which the
record date falls on or after the Exercise Date and the right to exercise voting
rights.

     1.2  EXPENSES AND TAXES.  The Company shall pay all expenses and taxes
(including, without limitation, all documentary, stamp, transfer or other
transactional taxes) other than income taxes attributable to the preparation,
issuance or delivery of the Warrants and of the shares of Common Stock issuable
upon exercise of the Warrants.

     1.3  RESERVATION OF SHARES.  The Company shall reserve at all times so long
as the Warrants remain outstanding, free from preemptive rights, out of its
treasury Common Stock or its authorized but unissued shares of Common Stock, or
both, solely for the purpose of effecting the exercise of the Warrants, a
sufficient number of shares of Common Stock to provide for the exercise of the
Warrants.

     1.4  VALID ISSUANCE.  All shares of Common Stock that may be issued upon
exercise of the Warrants will, upon issuance by the Company, be duly and validly
issued, fully paid and non-assessable and free from all taxes, liens and charges
with respect to the issuance thereof and, without limiting the generality of the
foregoing, the Company shall take no action or fail to take any action which
will cause a contrary result (including, without limitation, any action that
would cause the Exercise Price to be less than the par value, if any, of the
Common Stock).

     1.5  LOAN AGREEMENT.  The Warrants represented hereby are part of a duly
authorized issuance of warrants to purchase Common Stock issued as prepaid
interest pursuant to that certain Loan Agreement dated December 31, 1998 (the
"Loan Agreement"), between the Company and the Holder.  The holder hereof shall
be entitled to registration under the Securities Act and any applicable state
securities or blue sky laws to the extent set forth in the Registration Rights
Agreement, as it may hereafter be amended.  The terms of the Loan Agreement are
hereby incorporated herein for all purposes and shall be considered a part of
this Warrant as if they had been fully set forth herein.  Notwithstanding the
previous sentence, in the event of any conflict between the provisions of the
Loan Agreement and of this Warrant, the provisions of this Warrant shall
control.

     1.6  ACKNOWLEDGMENT OF RIGHTS.  At the time of the exercise of the Warrants
in accordance with the terms hereof and upon the written request of the holder
hereof, the Company will acknowledge in writing its continuing obligation to
afford to such holder any rights (including, without limitation, any right to
registration of the Warrant Shares) to which such holder shall continue to be
entitled after such exercise in accordance with the provisions of this Warrant;
PROVIDED, HOWEVER, that if the holder hereof shall fail to make any such
request, such


                                         -4-
<PAGE>

failure shall not affect the continuing obligation of the Company to afford to
such holder any such rights.

     1.7  NO FRACTIONAL SHARES.  The Company shall not be required to issue
fractional shares of Common Stock on the exercise of this Warrant.  If more than
one Warrant shall be presented for exercise at the same time by the same holder,
the number of full shares of Common Stock which shall be issuable upon such
exercise shall be computed on the basis of the aggregate number of whole shares
of Common Stock purchasable on exercise of the Warrants so presented.  If any
fraction of a share of Common Stock would, except for the provisions of this
Section 1.7, be issuable on the exercise of this Warrant, the Company shall pay
an amount in cash calculated by it to be equal to the Market Price of one share
of Common Stock at the time of such exercise multiplied by such fraction
computed to the nearest whole cent.


                                     ARTICLE II
                                      TRANSFER

     2.1  WARRANT OFFICE.  The Company shall maintain an office for certain
purposes specified herein (the "Warrant Office"), which office shall initially
be the Company's offices at The RiceX Company, 1241 Hawk's Flight Court, El
Dorado Hills, California  95762, Attention, Daniel L. McPeak, Chairman of the
Board, and may subsequently be such other office of the Company or of any
transfer agent of the Common Stock in the continental United States as to which
written notice has previously been given to the holder hereof.  The Company
shall maintain, at the Warrant Office, a register for the Warrants in which the
Company shall record the name and address of the Person in whose name this
Warrant has been issued, as well as the name and address of each permitted
assignee of the rights of the registered owner hereof.

     2.2  OWNERSHIP OF WARRANTS.  The Company may deem and treat the Person in
whose name the Warrants are registered as the holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made by anyone
other than the Company) for all purposes and shall not be affected by any notice
to the contrary until presentation of this Warrant for registration of transfer
as provided in this Article II.  Notwithstanding the foregoing, the Warrants
represented hereby, if properly assigned in compliance with this Article II, may
be exercised by an assignee for the purchase of Warrant Shares without having a
new Warrant issued.

     2.3  RESTRICTIONS ON TRANSFER OF WARRANTS.  The Company agrees to maintain
at the Warrant Office books for the registration and transfer of the Warrants.
Subject to the restrictions


                                         -5-
<PAGE>

on transfer of the Warrants in this Section 2.3, the Company, from time to time,
shall register the transfer of the Warrants in such books upon surrender of this
Warrant at the Warrant Office properly endorsed or accompanied by appropriate
instruments of transfer and written instructions for transfer satisfactory to
the Company.  Upon any such transfer and upon payment by the holder or its
transferee of any applicable transfer taxes, new Warrants shall be issued to the
transferee and the transferor (as their respective interests may appear) and the
surrendered Warrants shall be canceled by the Company.  The Company shall pay
all taxes (other than securities transfer taxes or income taxes) and all other
expenses and charges payable in connection with the transfer of the Warrants
pursuant to this Section 2.3.

          2.3.1     RESTRICTIONS IN GENERAL.  The holder of the Warrants agrees
that it will not transfer the Warrants unless registration of such Warrant
Shares under the Securities Act and any applicable state securities or blue sky
laws has become effective or the holder has provided to the Company an opinion
of counsel acceptable to the Company that such registration is not required.
Prior to any transfer as provided herein, the transferor shall provide written
notice to the Company and an opinion of counsel to the effect that the proposed
transfer is exempt from registration under all applicable securities laws, all
in form and substance reasonably satisfactory to the Company.  Any lender or
lenders to which the Holder grants a security interest in the Warrants shall be
entitled to exercise all remedies to which it is entitled by contract or by law,
including (without limitation) transferring the Warrants into its own name or
into the name of any purchaser at any sale undertaken in connection with
enforcement by such lender of its remedies.

     2.4  COMPLIANCE WITH SECURITIES LAWS.  Subject to the terms of the
Registration Rights Agreement, and notwithstanding any other provisions
contained in this Warrant except Section 2.3.1, the holder hereof understands
and agrees that the following restrictions and limitations shall be applicable
to all Warrant Shares and to all resales or other transfers thereof pursuant to
the Securities Act:

          2.4.1     The holder hereof agrees that the Warrant Shares shall not
be sold or otherwise transferred unless the Warrant Shares are registered under
the Securities Act and applicable state securities or blue sky laws or are
exempt therefrom.

          2.4.2     A legend in substantially the following form will be placed
on the certificate(s) evidencing the Warrant Shares:

          "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
          BEEN REGISTERED UNDER THE SECURITIES


                                         -6-
<PAGE>

          ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER
          APPLICABLE SECURITIES LAW AND, ACCORDINGLY, THE SECURITIES REPRESENTED
          BY THIS CERTIFICATE MAY NOT BE RESOLD, PLEDGED, OR OTHERWISE
          TRANSFERRED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
          UNDER, OR IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER, THE
          SECURITIES ACT AND IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
          LAWS."

          2.4.3     Stop transfer instructions will be imposed with respect to
the Warrant Shares so as to restrict resale or other transfer thereof, subject
to this Section 2.4.


                                    ARTICLE III
                                   ANTI-DILUTION

     3.1  ANTI-DILUTION PROVISIONS.  The Exercise Price shall be subject to
adjustment from time to time as hereinafter provided.  Upon each adjustment of
the Exercise Price, the holder of this Warrant shall thereafter be entitled to
purchase, at the Exercise Price resulting from such adjustment, the number of
shares of Common Stock obtained by multiplying the Exercise Price in effect
immediately prior to such adjustment by the number of shares purchasable
pursuant hereto immediately prior to such adjustment and dividing the product
thereof by the Exercise Price resulting from such adjustment.

     3.2  ADJUSTMENT OF EXERCISE PRICE UPON ISSUANCE OF COMMON STOCK.

          3.2.1     (a)  If and whenever after the date hereof the Company shall
issue or sell any Common Stock for no consideration or for a consideration per
share less than the Exercise Price then, forthwith, upon such issue or sale, the
Exercise Price shall be reduced (but not increased, except as otherwise
specifically provided in Section 3.2.2(c) hereof), to a price equal to the price
at which the shares were issued (calculated to the nearest one ten-thousandth of
a cent, but in any event not less than $0.001 per share).

     (b)  Notwithstanding the provisions of this Section 3.2, no adjustment
shall be made in the Exercise Price in the event that the Company issues, in one
or more transactions, (i) Common Stock or convertible securities upon exercise
of any options issued to officers, directors or employees of the Company
pursuant to a stock option plan or an employment, severance or


                                         -7-
<PAGE>

consulting agreement as now or hereafter in effect, in each case approved by the
Board of Directors (provided that the aggregate number of shares of Common Stock
which may be issuable, including options issued prior to the date hereof, under
all such employee plans and agreements shall at no time exceed the number of
such shares of Common Stock that are issuable under currently effective employee
plans and agreements); (ii) Common Stock upon exercise of the Warrants or any
other warrant issued pursuant to the terms of the Agreement or otherwise issued
to the Holder; or  (iii) Common Stock upon exercise of any stock purchase
warrant or option (other than the options referred to in clause (i) above) or
other agreement to issue shares of Common Stock or any convertible security
outstanding on the date hereof

          3.2.2     For purposes of this Section 3.2, the following
Sections 3.2.2(a) to 3.2.2(e) inclusive, shall be applicable:

               (a)  ISSUANCE OF RIGHTS OR OPTIONS.  In case at any time after
the date hereof the Company shall in any manner grant (whether directly or by
assumption in a merger or otherwise) any rights to subscribe for or to purchase,
or any options for the purchase of, Common Stock or any stock or securities
convertible into or exchangeable for Common Stock (such convertible or
exchangeable stock or securities being herein called "Convertible Securities")
(other than warrants, options or convertible securities issued as consideration
for or assumed in conjunction with an acquisition or to officers, directors or
employees of the acquired entity in conjunction therewith), whether or not such
rights or options or the right to convert or exchange any such Convertible
Securities are immediately exercisable, and the price per share for which shares
of Common Stock are issuable upon the exercise of such rights or options or upon
conversion or exchange of such Convertible Securities (determined by dividing
(i) the total amount, if any, received or receivable by the Company as
consideration for the granting of such rights or options, plus the minimum
aggregate amount of additional consideration, if any, payable to the Company
upon the exercise of such rights or options, or plus, in the case of such rights
or options that relate to Convertible Securities, the minimum aggregate amount
of additional consideration, if any, payable upon the issue or sale of such
Convertible Securities and upon the conversion or exchange thereof, by (ii) the
total maximum number of shares of Common Stock issuable upon the exercise of
such rights or options or upon the conversion or exchange of all such
Convertible Securities issuable upon the exercise of such rights or options)
shall be less than the Exercise Price in effect as of the date of granting such
rights or options, then the total maximum number of shares of Common Stock
issuable upon the exercise of such rights or options or upon conversion or
exchange of all such Convertible Securities issuable upon the exercise of such
rights or options shall be deemed to be outstanding as of the date of the
granting of such rights or options and to have been issued for such price per
share, with the effect on the Exercise Price specified in Section 3.2.1 hereof.
Except as provided in Section 3.2.2


                                         -8-
<PAGE>

hereof, no further adjustment of the Exercise Price shall be made upon the
actual issuance of such Common Stock or of such Convertible Securities upon
exercise of such rights or options or upon the actual issuance of such Common
Stock upon conversion or exchange of such Convertible Securities.

               (b)  CHANGE IN OPTION PRICE OR CONVERSION RATE.  Upon the
happening of any of the following events, namely, if the purchase price provided
for in any right or option referred to in Section 3.2.2, the additional
consideration, if any, payable upon the conversion or exchange of any
Convertible Securities referred to in Section 3.2.2, or the rate at which any
Convertible Securities referred to in Section 3.2.2, are convertible into or
exchangeable for Common Stock shall change (other than under or by reason of
provisions designed to protect against dilution), the Exercise Price then in
effect hereunder shall forthwith be readjusted (increased or decreased, as the
case may be) to the Exercise Price that would have been in effect at such time
had such rights, options or Convertible Securities still outstanding provided
for such changed purchase price, additional consideration or conversion rate, as
the case may be, at the time initially granted, issued or sold.  On the
expiration of any such option or right referred to in Section 3.2.2, or on the
termination of any such right to convert or exchange any such Convertible
Securities referred to in Section 3.2.2, the Exercise Price then in effect
hereunder shall forthwith be readjusted (increased or decreased, as the case may
be) to the Exercise Price that would have been in effect at the time of such
expiration or termination had such right, option or Convertible Securities, to
the extent outstanding immediately prior to such expiration or termination,
never been granted, issued or sold, and the Common Stock issuable thereunder
shall no longer be deemed to be outstanding.  If the purchase price provided for
in Section 3.2.2 or the rate at which any Convertible Securities referred to in
Section 3.2.2 are convertible is reduced at any time under or by reason of
provisions with respect thereto designed to protect against dilution, then in
case of the delivery of Common Stock upon the exercise of any such right or
option or upon conversion or exchange of any such Convertible Securities, the
Exercise Price then in effect hereunder shall, if not already adjusted,
forthwith be adjusted to such amount as would have obtained had such right,
option or Convertible Securities never been issued as to such Common Stock and
had adjustments been made upon the issuance of the Common Stock delivered as
aforesaid, but only if as a result of such adjustment the Exercise Price then in
effect hereunder is thereby reduced.

               (c)  CONSIDERATION FOR STOCK.  In case at any time Common Stock
or Convertible Securities or any rights or options to purchase any such Common
Stock or Convertible Securities shall be issued or sold for cash, the
consideration therefor shall be deemed to be the amount received by the Company
therefor.  In case at any time any Common Stock, Convertible Securities or any
rights or options to purchase any such Common Stock or


                                         -9-
<PAGE>

Convertible Securities shall be issued or sold for consideration other than
cash, the amount of the consideration other than cash received by the Company
shall be deemed to be the fair value of such consideration, as determined
reasonably and in good faith by the Board of Directors of the Company.  In case
at any time any Common Stock, Convertible Securities or any rights or options to
purchase any Common Stock or Convertible Securities shall be issued in
connection with any merger or consolidation in which the Company is the
surviving corporation, the amount of consideration received therefor shall be
deemed to be the fair value, as determined reasonably and in good faith by the
Board of Directors of the Company, of such portion of the assets and business of
the non-surviving corporation as such Board of Directors may determine to be
attributable to such Common Stock, Convertible Securities, rights or options as
the case may be.  In case at any time any rights or options to purchase any
shares of Common Stock or Convertible Securities shall be issued in connection
with the issuance and sale of other securities of the Company, together
consisting of one integral transaction in which no consideration is allocated to
such rights or options by the parties, such rights or options shall be deemed to
have been issued with consideration.

               (d)  RECORD DATE.  In the case the Company shall take a record of
the holders of its Common Stock for the purpose of entitling them (i) to receive
a dividend or other distribution payable in Common Stock or Convertible
Securities, or (ii) to subscribe for or purchase Common Stock or Convertible
Securities, then such record date shall be deemed to be the date of the issuance
or sale of the Common Stock or Convertible Securities deemed to have been issued
or sold as a result of the declaration of such dividend or the making of such
other distribution or the date of the granting of such right of subscription or
purchase, as the case may be.

               (e)  TREASURY SHARES.  The number of shares of Common Stock
outstanding at any given time shall not include shares owned directly by the
Company in treasury, and the disposition of any such shares shall be considered
an issuance or sale of Common Stock for the purpose of this Section 3.2.

     3.3  STOCK DIVIDENDS.  In case the Company shall declare a dividend or make
any other distribution upon any shares of the Company, payable in Common Stock
or Convertible Securities, any Common Stock or Convertible Securities, as the
case may be, issuable in payment of such dividend or distribution shall be
deemed to have been issued or sold without consideration.

     3.4  STOCK SPLITS AND REVERSE SPLITS.  In the event that the Company shall
at any time subdivide its outstanding shares of Common Stock into a greater
number of shares, the Exercise


                                         -10-
<PAGE>

Price in effect immediately prior to such subdivision shall be proportionately
reduced and the number of Warrant Shares purchasable pursuant to this Warrant
immediately prior to such subdivision shall be proportionately increased, and
conversely, in the event that the outstanding shares of Common Stock shall at
any time be combined into a smaller number of shares, the Exercise Price in
effect immediately prior to such combination shall be proportionately increased
and the number of Warrant Shares purchasable upon the exercise of this Warrant
immediately prior to such combination shall be proportionately reduced.   Except
as provided in this Section 3.4, no adjustment in the Exercise Price and no
change in the number of Warrant Shares purchasable shall be made under this
Article III as a result of, or by reason of, any such subdivision or
combination.

     3.5  REORGANIZATIONS AND ASSET SALES.  If any capital reorganization or
reclassification of the capital stock of the Company, or any consolidation,
merger or share exchange of the Company with another Person, or the sale,
transfer or other disposition of all or substantially all of its assets to
another Person shall be effected in such a way that a holder of Common Stock of
the Company shall be entitled to receive capital stock, securities or assets
with respect to or in exchange for their shares, then the following provisions
shall apply:

          3.5.1     As a condition of such reorganization, reclassification,
consolidation, merger, share exchange, sale, transfer or other disposition
(except as otherwise provided below in this Section 3.5), lawful and adequate
provisions shall be made whereby the holder of Warrants shall thereafter have
the right to purchase and receive upon the terms and conditions specified in
this Warrant and in lieu of the Warrant Shares immediately theretofore
receivable upon the exercise of the rights represented hereby, such shares of
capital stock, securities or assets as may be issued or payable with respect to
or in exchange for a number of outstanding shares of such Common Stock equal to
the number of Warrant Shares immediately theretofore so receivable had such
reorganization, reclassification, consolidation, merger, share exchange or sale
not taken place, and in any such case appropriate provision reasonably
satisfactory to such holder shall be made with respect to the rights and
interests of such holder to the end that the provisions hereof (including,
without limitation, provisions for adjustments of the Exercise Price and of the
number of Warrant Shares receivable upon the exercise) shall thereafter be
applicable, as nearly as possible, in relation to any shares of capital stock,
securities or assets thereafter deliverable upon the exercise of Warrants.

          3.5.2     In the event of a merger, share exchange or consolidation of
the Company with or into another Person as a result of which a number of shares
of Common Stock or its equivalent of the successor Person greater or lesser than
the number of shares of Common Stock outstanding immediately prior to such
merger, share exchange or consolidation are issuable to


                                         -11-
<PAGE>

holders of Common Stock, then the Exercise Price in effect immediately prior to
such merger, share exchange or consolidation shall be adjusted in the same
manner as though there were a subdivision or combination of the outstanding
shares of Common Stock.

          3.5.3     The Company shall not effect any such consolidation, merger,
share exchange, sale, transfer or other disposition unless prior to or
simultaneously with the consummation thereof the successor Person (if other than
the Company) resulting from such consolidation, share exchange or merger of the
Person purchasing or otherwise acquiring such assets shall have assumed by
written instrument executed and mailed or delivered to the holder hereof at the
last address of such holder appearing on the books of the Company the obligation
to deliver to such holder such shares of capital stock, securities or assets as,
in accordance with the foregoing provisions, such holder may be entitled to
receive, and all other liabilities and obligations of the Company hereunder.
Upon written request by the holder hereof, such successor Person will issue a
new warrant revised to reflect the modifications in this Warrant effected
pursuant to this Section 3.5.

          3.5.4     If a purchase, tender or exchange offer is made to and
accepted by the holders of 50% or more of the outstanding shares of Common
Stock, the Company shall not effect any consolidation, merger, share exchange or
sale, transfer or other disposition of all or substantially all of the Company's
assets with the Person having made such offer or with any affiliate of such
Person, unless prior to the consummation of such consolidation, merger, share
exchange, sale, transfer or other disposition the holder hereof shall have been
given a reasonable opportunity to then elect to receive upon the exercise of the
Warrants either the capital stock, securities or assets then issuable with
respect to the Common Stock or the capital stock, securities or assets, or the
equivalent, issued to previous holders of the Common Stock in accordance with
such offer.

     3.6  ADJUSTMENT FOR ASSET DISTRIBUTION.  If the Company declares a dividend
or other distribution payable to all holders of shares of Common Stock in
evidences of indebtedness of the Company or other assets of the Company
(including, cash (other than regular cash dividends declared by the Board of
Directors), capital stock (other than Common Stock, Convertible Securities or
options or rights thereto) or other property), the Exercise Price in effect
immediately prior to such declaration of such dividend or other distribution
shall be reduced by an amount equal to the amount of such dividend or
distribution payable per share of Common Stock, in the case of a cash dividend
or distribution, or by the fair value of such dividend or distribution per share
of Common Stock (as reasonably determined in good faith by the Board of
Directors of the Company), in the case of any other dividend or distribution.
Such reduction shall be made whenever any such dividend or distribution is made
and shall be effective as of the


                                         -12-
<PAGE>

date as of which a record is taken for the purpose of such dividend or
distribution or, if a record is not taken, the date as of which holders of
record of Common Stock entitled to such dividend or distribution are determined.

     3.7  DE MINIMIS ADJUSTMENTS.  No adjustment in the number of shares of
Common Stock purchasable hereunder shall be required unless such adjustment
would require an increase or decrease of at least one share of Common Stock
purchasable upon an exercise of each Warrant and no adjustment in the Exercise
Price shall be required unless such adjustment would require an increase or
decrease of at least $0.01 in the Exercise Price; provided, however, that any
adjustments which by reason of this Section 3.7 are not required to be made
shall be carried forward and taken into account in any subsequent adjustment.
All calculations shall be made to the nearest full share or nearest one
hundredth of a dollar, as applicable.

     3.8  NOTICE OF ADJUSTMENT.  Whenever the Exercise Price or the number of
Warrant Shares issuable upon the exercise of the Warrants shall be adjusted as
herein provided, or the rights of the holder hereof shall change by reason of
other events specified herein, the Company shall compute the adjusted Exercise
Price and the adjusted number of Warrant Shares in accordance with the
provisions hereof and shall prepare an Officer's Certificate setting forth the
adjusted Exercise Price and the adjusted number of Warrant Shares issuable upon
the exercise of the Warrants or specifying the other shares of stock, securities
or assets receivable as a result of such change in rights, and showing in
reasonable detail the facts and calculations upon which such adjustments or
other changes are based.  The Company shall cause to be mailed to the holder
hereof copies of such Officer's Certificate together with a notice stating that
the Exercise Price and the number of Warrant Shares purchasable upon exercise of
the Warrants have been adjusted and setting forth the adjusted Exercise Price
and the adjusted number of Warrant Shares purchasable upon the exercise of the
Warrants.

     3.9  NOTIFICATIONS TO HOLDERS.  In case at any time the Company proposes:

          (i)       to declare any dividend upon its Common Stock payable in
capital stock or make any special dividend or other distribution (other than
cash dividends) to the holders of its Common Stock;

          (ii)      to offer for subscription pro rata to all of the holders of
its Common Stock any additional shares of capital stock of any class or other
rights;


                                         -13-
<PAGE>

          (iii)     to effect any capital reorganization, or reclassification of
the capital stock of the Company, or consolidation, merger or share exchange of
the Company with another Person, or sale, transfer or other disposition of all
or substantially all of its assets; or

          (iv)      to effect a voluntary or involuntary dissolution,
liquidation or winding up of the Company,

then, in any one or more of such cases, the Company shall give the holder hereof
(a) at least 10 days' (but not more than 90 days') prior written notice of the
date on which the books of the Company shall close or a record shall be taken
for such dividend, distribution or subscription rights or for determining rights
to vote in respect of such issuance, reorganization, reclassification,
consolidation, merger, share exchange, sale, transfer, disposition, dissolution,
liquidation or winding up, and (b) in the case of any such issuance,
reorganization, reclassification, consolidation, merger, share exchange, sale,
transfer, disposition, dissolution, liquidation or winding up, at least 10 days'
(but not more than 90 days') prior written notice of the date when the same
shall take place.  Such notice in accordance with the foregoing clause (a) shall
also specify, in the case of any such dividend, distribution or subscription
rights, the date on which the holders of Common Stock shall be entitled thereto,
and such notice in accordance with the foregoing clause (b) shall also specify
the date on which the holders of Common Stock shall be entitled to exchange
their Common Stock, as the case may be, for securities or other property
deliverable upon such reorganization, reclassification, consolidation, merger,
share exchange, sale, transfer, disposition, dissolution, liquidation or winding
up, as the case may be.

     3.10 COMPANY TO PREVENT DILUTION.  If any event or condition occurs as to
which other provisions of this Article III are not strictly applicable or if
strictly applicable would not fairly protect the exercise or purchase rights of
the Warrants evidenced hereby in accordance with the essential intent and
principles of such provisions, or that might materially and adversely affect the
exercise or purchase rights of the holder hereof under any provisions of this
Warrant, then the Company shall make such adjustments in the application of such
provisions, in accordance with such essential intent and principles, so as to
protect such exercise and purchase rights as aforesaid, and any adjustments
necessary with respect to the Exercise Price and the number of Warrant Shares
purchasable hereunder so as to preserve the rights of the holder hereunder.  In
no event shall any such adjustment have the effect of increasing the Exercise
Price as otherwise determined  pursuant to this Article III except in the event
of a combination of shares of the type contemplated in Section 3.4 hereof, and
then in no event to an amount greater than the Exercise Price as adjusted
pursuant to Section 3.4 hereof.


                                         -14-
<PAGE>

                                     ARTICLE IV
                                   MISCELLANEOUS

     4.1  ENTIRE AGREEMENT.  This Warrant, together with the Agreement, contains
the entire agreement between the holder hereof and the Company with respect to
the Warrant Shares purchasable upon exercise hereof and the related transactions
and supersedes all prior arrangements or understandings with respect thereto.

     4.2  GOVERNING LAW.  This warrant shall be governed by and construed in
accordance with the laws of the State of Delaware.

     4.3  WAIVER AND AMENDMENT.  Any term or provision of this Warrant may be
waived at any time by the party which is entitled to the benefits thereof and
any term or provision of this Warrant may be amended or supplemented at any time
by agreement of the holder hereof and the Company, except that any waiver of any
term or condition, or any amendment or supplementation, of this Warrant shall be
in writing.  A waiver of any breach or failure to enforce any of the terms or
conditions of this Warrant shall not in any way effect, limit or waive a party's
rights hereunder at any time to enforce strict compliance thereafter with every
term or condition of this Warrant.

     4.4  ILLEGALITY.  In the event that any one or more of the provisions
contained in this Warrant shall be determined to be invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in any other respect and the remaining
provisions of this Warrant shall not, at the election of the party for whom the
benefit of the provision exists, be in any way impaired.

     4.5  COPY OF WARRANT.  A copy of this Warrant shall be filed among the
records of the Company.

     4.6  NOTICE.  Any notice or other document required or permitted to be
given or delivered to the holder hereof shall be in writing and delivered at, or
sent by certified or registered mail to such holder at, the last address shown
on the books of the Company maintained at the Warrant Office for the
registration of this Warrant or at any more recent address of which the holder
hereof shall have notified the Company in writing.  Any notice or other document
required or permitted to be given or delivered to the Company, other than such
notice or documents required to be delivered to the Warrant Office, shall be
delivered at, or sent by certified or registered mail to, the offices of the
Company at 1241 Hawk's Flight Court, El


                                         -15-
<PAGE>

Dorado Hills, California  95762, Attention, Daniel L. McPeak, Chairman of the
Board, or such other address within the continental United States of America as
shall have been furnished by the Company to the holder of this Warrant.

     4.7  LIMITATION OF LIABILITY; NOT STOCKHOLDERS.  No provision of this
Warrant shall be construed as conferring upon the holder hereof the right to
vote, consent, receive dividends or receive notices (other than as herein
expressly provided) in respect of meetings of stockholders for the election of
directors of the Company or any other matter whatsoever as a stockholder of the
Company.  No provision hereof, in the absence of affirmative action by the
holder hereof to purchase shares of Common Stock, and no mere enumeration herein
of the rights or privileges of the holder hereof, shall give rise to any
liability of such holder for the purchase price of any shares of Common Stock or
as a stockholder of the Company, whether such liability is asserted by the
Company or by creditors of the Company.

     4.8  EXCHANGE, LOSS, DESTRUCTION, ETC. OF WARRANT.  Upon receipt of
evidence satisfactory to the Company of the loss, theft, mutilation or
destruction of this Warrant, and in the case of any such loss, theft or
destruction upon delivery of a bond of indemnity or such other security in such
form and amount as shall be reasonably satisfactory to the Company, or in the
event of such mutilation upon surrender and cancellation of this Warrant, the
Company will make and deliver a new warrant of like tenor, in lieu of such lost,
stolen, destroyed or mutilated Warrant.  Any warrant issued under the provisions
of this Section 4.8 in lieu of any Warrant alleged to be lost, destroyed or
stolen, or in lieu of any mutilated Warrant, shall constitute an original
contractual obligation on the part of the Company.  This Warrant shall be
promptly canceled by the Company upon the surrender hereof in connection with
any exchange or replacement.  The Company shall pay all taxes (other than
securities transfer taxes or income taxes) and all other expenses and charges
payable in connection with the preparation, execution and delivery of warrants
pursuant to this Section 4.8.

     4.9  REGISTRATION RIGHTS.  The Warrant Shares shall be entitled to such
registration rights under the Securities Act and under applicable state
securities laws as are specified in the Registration Rights Agreement and the
Agreement.

     4.10 HEADINGS.  The Article and Section and other headings herein are for
convenience only and are not a part of this Warrant and shall not affect the
interpretation thereof.


                                         -16-
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its
name.

Dated: December 31, 1998


                              The RiceX Company



                         By:  /s/ D.L. McPeak
                              ------------------------------------
                              Daniel L. McPeak, Chairman of the Board


                                         -17-
<PAGE>

                                 SUBSCRIPTION NOTICE

     The undersigned, the holder of the foregoing Warrant, hereby elects to
exercise purchase rights represented thereby and to purchase thereunder,
_______________ shares of the Common Stock covered by such Warrant, and herewith
makes payment in full for such shares pursuant to Section 1.1 of such Warrant,
and requests (a) that certificates for such shares (and any other securities or
other property issuable upon such exercise) be issued in the name of, and
delivered to ______________________________ and (b) if such shares shall not
include all of the shares issuable as provided in such Warrant, that a new
warrant of like tenor and date for the balance of the shares issuable thereunder
be delivered to the undersigned.



                                   ---------------------------------------------

Date:
     ------------------------------


                                         -18-
<PAGE>

                                      ASSIGNMENT


     For value received, _______________________, hereby sells, assigns, and
transfers unto _________________________ the within Warrant, together with all
right, title and interest therein, and does hereby irrevocably constitute and
appoint ________________________ attorney, to transfer such Warrant on the books
of the Company, with full power of substitution.



                                   ---------------------------------------------

Date:
     ------------------------------


                                         -19-