EXHIBIT
10.37  INDEMNITY AGREEMENT     This indemnity agreement (Agreement) is executed as
of December 13, 2001 by and between The RiceX Company, a Delaware corporation
(RiceX), and NutraStar Incorporated, a Nevada corporation (NutraStar). R E C I T A L S  A.            RiceX,
NutraStar and others are defendants in an action (the Action) filed by
Newgold, Inc., Scott Dockter and Edward Mackay in the El Dorado County Superior
Court bearing case no. PC200010375.  The
Action arises out of loans made by the plaintiffs to NutraStar.  RiceX was named in the Action on an alter
ego theory. B.            NutraStar
desires to indemnify RiceX from any and all cost and expense, including
attorneys fees, arising out of the Action on the terms set forth below. NOW, THEREFORE, in consideration of the foregoing
recitals, and for other valuable consideration, the parties agree as follows: 1.             Indemnification.  NutraStar hereby agrees to indemnify, defend
and hold RiceX harmless from and against any and all claims, demands, losses,
expenses, damages, recoveries, settlements and judgments (including attorneys
fees), arising out of or incurred in connection with the Action.  RiceX specifically agrees that if the Action
is settled in December 2001 NutraStars liability for payment of attorneys
fees under this paragraph 1 shall be fixed at $60,000, and that such obligation
may be satisfied by the issuance of preferred stock in Alliance Consumer
International, Inc., soon to be renamed NutraStar, Inc. (New NutraStar).  Such preferred stock shall be valued at
$1.00 per share.  NutraStar shall honor
the indemnification granted pursuant to this paragraph 1 by issuing shares of
New NutraStar preferred stock to RiceX within five (5) days after settlement of
the Action. 2.             Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which,
together, shall constitute one and the same agreement. 3.             Law Governing.  This Agreement shall be construed in
accordance with, and shall be governed by, the laws of the State of California. 4.             Attorneys Fees.  In the event of the bringing of any action
by either party hereto against the other arising out of this Agreement, the
party who is determined to be the prevailing party shall be entitled to recover
from the other party all costs and expenses of suit, including reasonable
attorneys fees. 
   5.             Successors and
Assigns.  This Agreement
shall be binding upon and enforceable by, and shall inure to the benefit of,
the parties hereto and their respective successors and assigns. 6.             Further Assurance.  Each party agrees that upon the request of
the other it will, from time to time, execute and deliver to such other party
all such instruments and documents of further assurance or otherwise, and will
do any and all such acts and things, as reasonably may be required to carry out
the obligations of such party hereunder and consummate the transactions
contemplated hereby. 7.             Entire Agreement;
Modification.  This Agreement
constitutes the entire agreement between the parties hereto pertaining to the
subject matter hereof and supercedes all prior and contemporaneous agreements
and understandings of the parties in connection herewith.  No supplement, modification or amendment of
this Agreement shall be effective unless executed in writing by the parties
hereto. IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first set forth above. THE RICEX COMPANYa Delaware corporation(RiceX)By:
  /s/ Todd C. CrowIts:
  CFONUTRASTAR INCORPORATEDa Nevada corporation(NutraStar)By:
  /s/ Patricia McPeakIts:
  CEO, President