<PAGE>

THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS WARRANT HAS NOT BEEN 
QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA 
AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF 
THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS 
THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 
OR 25106 OF THE CALIFORNIA CORPORATIONS CODE.  THE RIGHTS OF ALL PARTIES TO 
THIS WARRANT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING 
OBTAINED, UNLESS THE SALE IS SO EXEMPT.

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE 
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE 
SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR 
HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO 
SUCH SECURITIES FILED UNDER THE ACT AND COMPLIANCE WITH APPLICABLE STATE 
SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER HEREOF 
THAT SUCH REGISTRATION IS NOT REQUIRED.

                         WARRANT TO PURCHASE CAPITAL STOCK

                                         OF

                                 THE RICEX COMPANY

     This Warrant is entered into pursuant to the terms of the Severance 
Agreement and Mutual Release of Claims Agreement between _______________ and 
The RiceX Company (the "Company"). The Company hereby grants to ________, or 
her permitted registered assigns ("Registered Holder"), subject to the terms 
and conditions of this Warrant, the right to purchase from the Company at any 
time after the date of this Warrant and prior to 5:00 p.m. Pacific Time on 
December 13, 2000, up to the number of shares (subject to adjustment as set 
forth herein and rounded to whole shares) of Warrant Stock (as defined below) 
at a purchase price per share equal to the Purchase Price (as defined below) 
subject to adjustment as provided herein, upon surrender of this Warrant at 
the principal office of the Company together with a duly executed 
Subscription Form in the form attached hereto as Exhibit 1 and simultaneous 
payment of the full Purchase Price, as adjusted to the extent provided 
herein, in lawful money of the United States of America.

     1.   CERTAIN DEFINITIONS.  The following terms shall have the meaning 
set forth below:

          1.1   BOARD.  The "Board" means the Board of Directors of the
Company.

          1.2   COMPANY.  The "Company" means The RiceX Company, a Delaware
corporation.


<PAGE>

          1.3   EXPIRATION DATE.  "Expiration Date" means 5:00 p.m. Pacific 
Time on December 13, 2000, or, if earlier, the date and time determined under 
Section 5.4 of this Warrant.

          1.4   ISSUE DATE.  "Issue Date" means the date of this Warrant.

          1.5   PURCHASE PRICE.  "Purchase Price" means one dollar ($1.00) 
per share of Warrant Stock.  The Purchase Price is subject to adjustment, as 
provided herein.

          1.6   REGISTERED HOLDER.   "Registered Holder" means _______ or her 
permitted registered assigns.

          1.7   SEC.  "SEC" means the Securities Exchange Commission of the
United States of America.

          1.8   WARRANT.  "Warrant" means this Warrant and Warrant(s) delivered
in substitution or exchange therefor, as provided herein.

          1.9   WARRANT STOCK.  "Warrant Stock" means up to ________ shares 
of the Common Stock of the Company and any other consideration issuable under 
this Agreement upon exercise of this Warrant or any portion thereof.  The 
number and character of shares of Warrant Stock are subject to adjustment as 
provided herein and the term "Warrant Stock" shall include stock and other 
securities and property at any time receivable or issuable upon exercise of 
this Warrant.

     2.   EXERCISE.  Subject to the terms of this Warrant and compliance 
with all applicable securities laws, Registered Holder may exercise this 
Warrant at any time, on any business day before the Expiration Date, for up 
to the number of shares of Warrant Stock that is set forth in Section 1.9 
above, by surrendering this Warrant at the principal office of the Company at 
1241 Hawks Flight Court, El Dorado Hills, California 95762, with the 
subscription form attached hereto duly executed by the Registered Holder, 
together with full payment in cash or check of the sum obtained by 
multiplying (a) the number of shares of Warrant Stock the Registered Holder 
desires to purchase by (b) the Purchase Price or adjusted Purchase Price 
therefor, if applicable, as determined in accordance with the terms hereof.  
Registered Holder may exercise this Warrant for less than the full number of 
shares of Warrant Stock purchasable hereunder but must exercise this Warrant 
in increments of at least twenty-five percent (25%) of the initial shares of 
Warrant Stock, as adjusted pursuant hereto, if the exercise is for less than 
all remaining Warrant Stock then exercisable hereunder.  Upon Registered 
Holder's partial exercise, Registered Holder must surrender this Warrant, and 
the Company shall issue to the Registered Holder a new Warrant of the same 
tenor for purchase of the number of remaining shares of Warrant Stock not 
purchased. Registered Holder shall be deemed to have exercised this Warrant 
immediately prior to the close of business on the date of its surrender for 
exercise as provided above, and shall be treated for all purposes as the 
holder of record of such shares as of the close of business on such date.  As 
soon as practicable on or after such date, the Company shall issue and deliver

                                          2
<PAGE>

to the Registered Holder or Holders a certificate or certificates for the 
number of whole shares of Warrant Stock issuable upon such exercise, together 
with cash in lieu of any fraction of a share equal to such fraction of the 
current fair market value of one whole share of Warrant Stock as of the date 
of exercise, as determined in good faith by the Company's Board.  No 
fractional shares may be issued upon any exercise of this Warrant.

     3.   FULLY PAID SHARES.  All shares of Warrant Stock the Company 
issues upon exercise of this Warrant shall be validly issued, fully paid and 
non-assessable.

     4.   TRANSFER AND EXCHANGE.  Subject to the terms of this Warrant 
and compliance with all applicable securities laws, this Warrant and all 
rights hereunder are transferable, in whole or in part, on the books of the 
Company maintained for such purpose at the principal office of the Company 
referred to above, by the Registered Holder hereof in person, or by duly 
authorized attorney, upon Registered Holder's surrender of this Warrant 
properly endorsed and upon payment of any necessary transfer tax or other 
governmental charge imposed upon such transfer.  Upon any partial transfer, 
the Company shall issue and deliver to the Registered Holder a new Warrant or 
Warrants with respect to the shares of Warrant Stock not so transferred.  
Until a transfer of this Warrant is registered on the books of the Company, 
the Company may treat the Registered Holder hereof as the owner for all 
purposes.  Notwithstanding the foregoing, this Warrant and the rights 
hereunder may not be transferred unless such transfer (a) complies with all 
applicable securities laws and the provisions of Section 11 hereof, and (b) 
effects the transfer of the right to purchase at least five percent (5%) of 
the initial shares of Warrant Stock, as adjusted, or the right to purchase 
all remaining shares of Warrant Stock purchasable under this Warrant if the 
right to purchase less than five percent (5%) of the initial shares of 
Warrant Stock remains untransferred.

     5.   ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES.  The number 
or character of shares of Warrant Stock issuable upon exercise of this 
Warrant and the Purchase Price therefor shall be adjusted to the extent 
provided below upon occurrence of the following events:

          5.1   ADJUSTMENT FOR STOCK SPLITS, STOCK DIVIDENDS, 
RECAPITALIZATION AND SIMILAR EVENTS.  The Purchase Price of this Warrant and 
the number of shares of Warrant Stock issuable upon exercise of this Warrant 
shall each be proportionally adjusted to reflect any stock split, reverse 
stock split, combination of shares, reclassification, recapitalization or 
other similar event affecting the number of outstanding shares of the 
Company's Stock.  For example, if there should be a 2-for-1 stock split of 
the Company's Stock, the Purchase Price of this Warrant shall be divided by 
two (2) and the number of shares of Warrant Stock purchasable under this 
Warrant shall be doubled.  An adjustment under this Section 5.1 shall be 
effective at the close of business on the date such event becomes effective.

          5.2   ADJUSTMENT FOR OTHER DIVIDENDS AND DISTRIBUTIONS.  If the 
Company shall make or issue, or shall fix a record date for the determination 
of eligible holders entitled to receive, a dividend or other distribution 
with respect to the Warrant Stock


                                          3
 <PAGE>

payable in securities of the Company, then, and in each such case, the 
Registered Holder of this Warrant on exercise of this Warrant at any time 
after the consummation, effective date or record date of such event, shall 
receive, in addition to the shares of Warrant Stock issuable on such exercise 
prior to such date, the securities or such other securities of the Company to 
which such Registered Holder would have been entitled upon such date if such 
Registered Holder had exercised this Warrant immediately prior thereto (all 
subject to further adjustment as provided in this Warrant).

          5.3   ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER.  
In case of any reorganization of the Company (or any successor corporation, 
the stock or other securities of which are at the time receivable on the 
exercise of this Warrant), after the Issue Date, or in case, after such date, 
the Company (or any other such successor corporation) shall consolidate all 
of its assets to another corporation, then, and in each such case, the 
Registered Holder of this Warrant, upon the exercise hereof (as provided in 
Section 2) at any time after the consummation of such reorganization, 
consolidation, merger, or conveyance, shall be entitled to receive, in lieu 
of the stock or other securities and property receivable upon the exercise of 
this Warrant prior to such consummation, the stock or other securities or 
property to which such Registered Holder would have been entitled had 
Registered Holder exercised this Warrant immediately prior thereto, all 
subject to further adjustment as provided in this Section 5, and the 
successor or purchasing corporation in such reorganization, consolidation, 
merger or conveyance (if other than the Company) shall duly execute and 
deliver to the Registered Holder a supplement hereto acknowledging such 
corporation's obligations under this Warrant; and in each such case, the 
terms of this Warrant shall be applicable to the shares of stock or other 
securities or property receivable upon the exercise of this Warrant after 
such consummation.

          5.4   CONVERSION OF WARRANT STOCK.  In case all the authorized 
Warrant Stock of the Company is converted, pursuant to the Company's 
Certificate of Incorporation, into other securities or property, or the 
Warrant Stock otherwise ceases to exist, then, in such case, the Registered 
Holder of this Warrant, on exercise hereof at any time after the date on 
which the Warrant Stock is so converted or ceases to exist (the "Termination 
Date") shall receive, in lieu of the number of Shares of Warrant Stock that 
would have been issuable upon such exercise immediately prior to the 
Termination Date (the "Former Issuable Number of Shares of Warrant Stock"), 
the stock and other securities and property to which such Registered Holder 
would have been entitled to receive upon the Termination Date if such 
Registered Holder had exercised this Warrant with respect to the Former 
Issuable Number of Shares of Warrant Stock immediately prior to the 
Termination Date (all subject to further adjustment as provided in this 
Warrant).

          5.5   ADJUSTMENTS TO PURCHASE PRICE.  Although an adjustment to the 
Purchase Price may occur pursuant to this Section 5, the aggregate purchase 
price for the total number of shares of Warrant Stock purchasable hereunder 
(as adjusted) shall remain the same.

                                          4 
<PAGE>

     6.   NO IMPAIRMENT.  The Company may not, by amendment of its 
Certificate of Incorporation or Bylaws, or through reorganization, 
consolidation, merger, dissolution, issue or sale of securities, sale of 
assets or any other voluntary action, willfully avoid or seek to avoid the 
observance or performance of any of the terms of this Warrant, but shall at 
all times in good faith assist in the carrying out of all such terms and in 
the taking of all such action as may be necessary or appropriate in order to 
protect the rights of the Registered Holder against impairment.  Without 
limiting the generality of the foregoing, the Company (a) will not set nor 
increase the par value  (if any par value exists) of any shares of stock 
issuable upon the exercise of this Warrant above the amount payable therefor 
upon such exercise, and (b) will take all such action as may be necessary or 
appropriate in order that the Company may validly and legally issue fully 
paid and non-assessable shares of Warrant Stock upon the exercise of this 
Warrant.

     7.   CERTIFICATE AS TO ADJUSTMENTS.  In each case of any adjustment 
in either the Purchase Price or in the number of share of Warrant Stock, or 
other stock, securities or property receivable on the exercise of this 
Warrant, the Treasurer of the Company shall, upon request from Registered 
Holder, compute such adjustment in accordance with the terms of this Warrant 
and prepare a certificate setting forth such adjustment and showing in detail 
the facts upon which such adjustment is based, including a statement of the 
adjusted Purchase Price.  Thereafter, the Company shall cause copies of such 
certificate to be mailed (by first class mail, postage prepaid) to the 
Registered Holder.

     8.   NOTICES OF RECORD DATE.  In case:

               (a)   The Company shall take a record of the holders of its 
Warrant Stock for the purpose of entitling them to receive any dividend or 
other distribution; or

               (b)   Of any capital reorganization of the Company, any 
reclassification of the capital stock of the Company, any consolidation or 
merger of the Company with or into another corporation, or any conveyance of 
all or substantially all of the assets of the Company to another corporation 
in which holders of the Company's stock are to receive stock, securities, 
cash or property of another corporation; or

               (c)   Of any voluntary dissolution, liquidation or winding-up 
of the Company; or

               (d)   Any redemption or conversion into Common Stock of all 
outstanding Warrant Stock.

then, and in each such case, the Company shall mail or cause to be mailed to 
the Registered Holder of this Warrant a notice specifying, as the case may 
be, (a) the date on which a record is to be taken for the purpose of such 
dividend or distribution, and stating the amount and character of such 
dividend or distribution, or (b) the date on which such reorganization, 
reclassification, consolidation, merger, conveyance, dissolution, 
liquidation, winding-up, redemption or conversion is to take place, and the 
time, if any is to be fixed, as of which the holders of record of Warrant 
Stock shall be

                                          5
 <PAGE>

entitled to exchange their shares of Warrant Stock or Common Stock (or such 
other stock or securities) for securities or other property deliverable upon 
such reorganization, reclassification, consolidation, merger, conveyance, 
dissolution, liquidation or winding-up.  Such notice shall be mailed at least 
ten (10) days prior to the effective or record date therein specified, as 
applicable.  Failure to provide notice under this Section 8 or any defect 
therein shall not affect the validity of any action taken in connection with 
such dividend, distribution, reorganization, reclassification, consolidation, 
merger, conveyance, dissolution, liquidation, winding-up, redemption or 
conversion.

     9.   LOSS OR MUTILATION.  Upon Registered Holders delivery to the 
Company of evidence reasonably satisfactory to the Company of the ownership, 
and the loss, theft, destruction or mutilation, of this Warrant, and of 
indemnity reasonably satisfactory to the Company, and (in the case of 
mutilation) upon surrender and cancellation of this Warrant, the Company 
shall execute and deliver to the Registered Holder in lieu thereof a new 
Warrant of like tenor.

     10.  RESERVATION OF WARRANT STOCK.  If at any time the number of 
authorized but unissued shares the Company's Common Stock or other securities 
shall not be sufficient to effect the exercise of this Warrant, the Company 
shall take such corporate action as may, in the opinion of its counsel, be 
necessary to increase its authorized but unissued shares of Common Stock or 
other securities to such number of shares of Common Stock or other securities 
as shall be sufficient for such purpose.

     11.  RESTRICTIONS ON TRANSFER.

          11.1  ACKNOWLEDGMENT, REPRESENTATION AND WARRANTIES OF REGISTERED 
HOLDER.  The Registered Holder understands and acknowledge that neither this 
Warrant nor the shares of Warrant Stock have been registered under the 
Securities Act of 1933, as amended (the "Act"), or any state securities laws. 
As a condition to the issuance of this Warrant and to its exercise the 
Registered Holder hereby represents and warrants to the Company that:

               (a)   The Warrant and, if applicable, the shares of Warrant
Stock (collectively, the "Securities") have been acquired by the Registered
Holder for investment and not with a view to the sale or other distribution
thereof within the meaning of the Act and the Registered Holder has no present
intention of selling or otherwise disposing of all or any portion of the
Securities.

               (b)   The Registered Holder has acquired the Securities for the
Registered Holder's own account only and no one else has any beneficial
ownership in the Securities.

               (c)   The Registered Holder is capable of evaluating the 
merits and risks of any investment in the Securities, is financially capable 
of bearing a total loss of this investment and has either (i) a preexisting 
personal or business relationship with the Company or its principals or (ii) 
by reason of the Registered Holder's business

                                          6
<PAGE>

or financial experience, has the capacity to protect her or its own interest 
in connection with this investment.

               (d)   The Registered Holder has had access to all information 
regarding the Company, its present and prospective business, assets, 
liabilities and financial condition that the Registered Holder considers 
important to making the decision to acquire the Securities and has had ample 
opportunity to ask questions of and receive answers from the Company's 
representatives concerning an investment in the Securities and to obtain any 
and all documents requested in order to supplement or verify any of the 
information supplied.

               (e)   The Registered Holder understands that the Securities 
shall be deemed restricted securities under the Act and may not be resold 
unless they are registered under the Act and any applicable state securities 
law, or in the opinion of counsel in form and substance satisfactory to the 
Company, an exemption from such registration is available.

               (f)   The Registered Holder is aware of Rule 144 promulgated 
under the Act, which rule provides, in substance, that (i) after one year 
from the date restricted securities have been purchased and fully paid for, a 
holder may transfer restricted securities provided certain conditions are 
met, e.g., certain public information is available about the Company, and 
specific limitations on the amount of shares which can be sold within certain 
periods and the manner in which such shares must be sold are complied with, 
and (ii) after two years from the date the Securities have been purchased and 
fully paid for, holders who are not "affiliates" of the Company may sell 
restricted securities without satisfying such conditions.

               (g)   The Registered Holder further understands that if the 
requirements of Rule 144 are not met, registration under the Act, compliance 
with Regulation A, or some other registration exemption will be required for 
any disposition of the Securities; and that, although Rule 144 is not 
exclusive, the SEC has expressed its opinion that persons proposing to sell 
restricted securities other than in a registered offering or other than 
pursuant to Rule 144 will have a substantial burden of proof in establishing 
that an exemption from registration is available for such offers or sales and 
such persons and the brokers who participate in the transactions do so at 
their own risk.

          11.2  SALE OR TRANSFER OF WARRANT STOCK.  The Registered Holder of 
this Warrant, by acceptance hereof, agrees that, absent an effective 
registration statement filed with the SEC under the Act, covering the 
disposition or sale of this Warrant or the Warrant Stock issued or issuable 
upon exercise hereof, such Registered Holder will not sell or transfer any or 
all of this Warrant or such Warrant Stock, as the case may be, without first 
providing the Company with an opinion of counsel satisfactory to the Company 
to the effect that such sale or transfer will be exempt from the registration 
and prospectus delivery requirements of the Act, and such Registered Holder 
consents to the Company making a notation on its records, or giving 
instructions to any transfer agent of this Warrant, or such Warrant Stock, in 
order to implement this restriction on transfer.  The share certificates 
issued upon exercise of this Warrant shall bear legends

                                          7
<PAGE>

referring to the restrictions on transfer set forth in this Section 11.  As a 
condition to the transfer of this Warrant or transfer of the shares issuable 
on exercise hereof, any permitted transferee must execute and deliver to the 
Company representations and warranties similar to those set forth in this 
Section 11.

     12.  REGISTRATION RIGHTS.

          12.1 DEFINITIONS.  For purposes of this Section 12:

                    (a)  ACT.  The term "Act" means the Securities Act of 
1933, as amended;

                    (b)  REGISTRABLE SECURITIES.  The term "Registrable 
Securities" means (i) the Common Stock of the Company issuable upon exercise 
of this Warrant and (ii) the Common Stock of the Company issued as (or 
issuable upon the conversion or exercise of any warrant, right or other 
security which is issued as) a dividend or other distribution with respect 
to, or in exchange for or in replacement of, such Common Stock, excluding in 
all cases, any Registrable Securities sold by a person in a transaction in 
which her rights under this Section 12 are not assigned.

                    (c)  1934 ACT.  The term "1934 Act" means the Securities 
Exchange Act of 1934, as amended;

                    (d)  REGISTRATION; REGISTER OR REGISTERED.  The terms 
"Register," "Registered," and "Registration" refer to a registration effected 
by preparing and filing a registration statement in compliance with the Act 
and the declaration or ordering of the effectiveness of such registration 
statement;

                    (e)  REQUIRED INFORMATION.  The term "Required 
Information" means (i) facts or events representing a material or fundamental 
change in the information included in the Registration Statement or (ii) 
prospectus required by Section 19(a)(3) of the Act;

                    (f)  RULE 144.  The term "Rule 144" means Rule 144 as 
promulgated by the SEC under the Act, as amended from time to time, or any 
similar or successor rule that may be promulgated by the SEC;

                    (g)  RULE 145  The term "Rule 145" shall mean Rule 145 as 
promulgated by the SEC under the Act, as amended from time to time, or any 
similar or successor rule that may be promulgated by the SEC; and

                    (h)  SEC.  The term "SEC" means the Securities and Exchange
Commission.

          12.2  COMPANY REGISTRATION.  Subject to Section 12.6, if at any 
time (but without obligation to do so), the Company proposes to Register any 
of its common stock under the Act (i) in connection with an underwritten 
public offering of such securities (other than a registration relating solely 
to the sale of securities to employees of the

                                          8
<PAGE>

Company pursuant to a stock option, stock purchase or similar plan, or a 
registration relating to a Rule 145 transaction or a registration on any form 
which does not include substantially the same information as would be 
required to be included in a registration statement covering the sale of  the 
Company's common stock) on a form that would also permit the Registration of 
the Registrable Securities or (ii) for the account of a shareholder or 
shareholders exercising their respective registration rights ((i) and (ii) 
above shall be considered a "Company Registration"), the Company shall, each 
such time, promptly give Registered Holder written notice of such 
determination.   Upon the written request of Registered Holder given within 
twenty (20) days after the mailing of any such notice by the Company in 
accordance with Section 13.3, the Company shall, subject to the provisions of 
Section 12.6 and subject to any rights the Company may have, pursuant to the 
terms of other registration rights agreements the Company has entered into or 
otherwise, to withdraw, suspend or otherwise terminate a Registration 
Statement for a Company Registration, cause to be Registered all of the 
Registrable Securities that Registered Holder requested be Registered.

          12.3  REGISTRATION PROCEDURES.  Whenever required under Section 
12.2 to use its best efforts to effect the Registration of any Registrable 
Securities, the Company shall accomplish the following as expeditiously as 
reasonably possible:

                    (a)  REGISTRATION STATEMENT.  Prepare and file with the 
SEC a registration statement with respect to such Registrable Securities 
("Registration Statement") and use its best efforts to cause such 
Registration Statement to become and remain effective. In connection with any 
proposed Registration intended to permit an offering of any securities from 
time to time, the Company shall not be obligated to cause any such 
Registration to remain effective (i) for more than one hundred and twenty 
(120) days nor (ii) until the Registered Holder has completed the 
distribution; provided, that such one hundred twenty (120) day period shall 
be extended for such period of time as the Registered Holder refrains from 
selling any securities included in such Registration at the request of an 
underwriter of common stock or other securities of the Company;

                    (b)  AMENDMENTS.  Prepare and file with the SEC such 
amendments and supplements to such Registration Statement as may be necessary 
to comply with the provisions of the Act for the disposition of securities 
covered by such Registration Statement;

                    (c)  COPIES.  Furnish to Registered Holder copies of a 
prospectus, including a preliminary prospectus, in conformity with the 
requirements of the Act and all applicable SEC rules and regulations, and 
such other documents as the Registered Holder may reasonably request in order 
to facilitate the disposition of Registrable Securities owned by Registered 
Holder, including without limitation an earnings statement which satisfies 
the provisions of Section 11(a) of the Act; and

                    (d)  BLUE SKY.  Use its best efforts to Register and 
qualify the securities covered by such Registration Statement under such 
other securities or blue sky laws of such jurisdictions as shall reasonably 
be appropriate for the distribution of

                                          9
<PAGE>

the securities covered by the Registration Statement; provided, that the 
Company shall not be required in connection therewith or as a condition 
thereto to qualify to do business or to file a general consent to service of 
process in any such jurisdictions. If any jurisdiction in which the 
securities shall be qualified shall require that expenses incurred in 
connection with the qualification of the securities in the jurisdiction be 
borne by the selling shareholders, then expenses shall be payable by the 
selling shareholders pro rata, to the extent required by such jurisdiction.

          12.4  REGISTERED HOLDER INFORMATION.  As a condition precedent to 
the obligations of the Company to take any action pursuant to this Agreement, 
the Registered Holder shall furnish to the Company such information regarding 
Registered Holder, the Registrable Securities held by Registered Holder, and 
the intended method of disposition of such securities as the Company shall 
reasonably request and as shall be required in connection with the action to 
be taken by the Company.

          12.5  REGISTRATION EXPENSES.  The Company shall bear all expenses 
of Registration (excluding underwriting discounts and the legal fees of 
counsel separately retained by the selling  Registered Holder and expenses 
directly incurred by the selling Registered Holder).  Such expenses of 
Registration shall include without limitation, Registration, qualification 
and filing fees and legal fees of the Company. All underwriting discounts 
with respect to such shares shall be borne by the Registered Holder 
requesting registration.

          12.6  UNDERWRITING REQUIREMENTS.  In connection with any offering 
involving an underwriting of shares being issued by the Company, the Company 
shall not be required under Section 12.2 to include any of the Registered 
Holder's Registrable Securities in such underwriting unless the Registered 
Holder accepts the terms of the underwriting as agreed upon between the 
Company and the underwriters selected by it and then only in such quantity as 
will not, in the written opinion of the underwriters or the Company, 
jeopardize the success of the offering by the Company.  If the total amount 
of securities that the Registered Holder requests to be included in such 
offering exceeds the amount of securities that the underwriters or the 
Company reasonably believe to be compatible with the success of the offering, 
the Company shall only be required to include in the offering so many of the 
securities of the selling Registered Holder as the underwriters or the 
Company believe will not jeopardize the success of the offering determined  
as provided in Section 12.7 below.

          12.7  ALLOCATION OF RIGHTS.  Except as may otherwise be required 
under any other agreement to which the Company is a party on the date of this 
Warrant, if the total number of shares of Registrable Securities and other 
common stock with registration rights (including common stock to be received 
upon conversion of convertible securities) ("Other Shares") exceeds the 
number of shares to be included in a Registration, then the number of shares 
of Registrable Securities and Other Shares to be included in the Registration 
shall be allocated among the Registered Holder of the Registrable Securities 
and shareholders of the Other Shares who hold similar or greater registration 
rights on the basis of the proportionate number of shares held by such 
Registered Holder (assuming full conversion).  If any Registered Holder or 
other selling

                                          10
<PAGE>

shareholder does not request inclusion of the maximum number of shares of 
Registrable Securities and Other Shares allocated to Registered Holder, then 
the remaining portion of Registered Holders allocation shall be reallocated 
among those requesting Registered Holders and other selling shareholders 
whose allocations did not satisfy their requests on the basis of the number 
of shares of Registrable Securities and Other Shares held by such Registered 
Holders and other selling shareholders (assuming full conversion). This 
procedure shall be repeated until all Registrable Securities and Other Shares 
which may be included in the Registration have been so allocated.

          12.8  NO DELAY OF REGISTRATION.  No Registered Holder shall have 
any right to take any action to restrain, enjoin, or otherwise delay any 
Registration as the result of any controversy that might arise with respect 
to the interpretation or implementation of this Agreement.

          12.9  INDEMNIFICATION.  In the event any Registrable Securities is
included in a Registration Statement pursuant to this Agreement:

                    (a)  INDEMNIFICATION BY THE COMPANY.  To the extent 
permitted by law, the Company shall indemnify and hold harmless Registered 
Holder requesting or joining in a Registration, any underwriter (as defined 
in the Act) for it, and each person, if any, who controls such Registered 
Holder or underwriter within the meaning of the Act, against any losses, 
claims, damages or liabilities, joint or several, to which they may become 
subject under the Act or otherwise, insofar as such losses, claims, damages 
or liabilities (or actions in respect thereof) (i) arise out of or are based 
on any untrue or alleged untrue statement of any material fact contained in 
such Registration Statement, including any preliminary prospectus or final 
prospectus contained therein or any amendments or supplements thereto, (ii) 
arise out of or are based upon the omission or alleged omission to state 
therein a material fact required to be stated therein or necessary to make 
the statements therein not misleading, or (iii) arise out of any violation by 
the Company of any rule or regulation promulgated under the Act applicable to 
the Company and relating to action or inaction required of the Company in 
connection with any such Registration.  In such event the Company shall 
reimburse each such Registered Holder, such underwriter or controlling person 
for any legal or other expenses reasonably incurred by them in connection 
with investigating or defending any such loss, claim, damage, liability or 
action; provided, however, that the indemnity agreement contained in this 
Section 12.9(a) shall not apply to (i) amounts paid in settlement of any such 
loss, claim, damage, liability or action if such settlement is effected 
without the consent of the Company (which consent shall not be unreasonably 
withheld) nor (ii) any such loss, claim, damage, liability or action to the 
extent that it arises out of or is based upon an untrue statement or alleged 
untrue statement or omission or alleged omission made in connection with such 
Registration Statement, preliminary prospectus, final prospectus or amndments 
or supplements thereto, in reliance upon and in conformity with written 
information furnished expressly for use in connection with such Registration 
by any such Registered Holder.

                                          11
<PAGE>

                    (b)  INDEMNIFICATION BY REGISTERED HOLDER.  To the extent 
permitted by law, each Registered Holder requesting or joining in a 
Registration will indemnify and hold harmless the Company, each of its 
officers, legal counsel and directors, and each person, if any, who controls 
the Company within the meaning of the Act and each agent, any underwriter 
(within the meaning of the Act) for the Company or such other holders, any 
person who controls such underwriter and any other holder of selling 
securities in such Registration Statement or any of its officers or directors 
or any person who controls such holder against any losses, claims, damages or 
liabilities (joint or several) to which the Company or any such director, 
officer, legal counsel, controlling person, agent or underwriter may become 
subject, under the Act, the 1934 Act or other federal or state law, or 
otherwise, insofar as such losses, claims, damages or liabilities (or actions 
in respect thereto) arise out of or are based upon (i) any untrue or alleged 
untrue statement of any material fact contained in such Registration 
Statement, including any preliminary prospectus or final prospectus contained 
therein or any amendments or supplements thereto, (ii) the omission or 
alleged omission to state therein a material fact required to be stated 
therein or necessary to make the statements therein not misleading, or (iii) 
arise out of any violation by the Registered Holder of any rule or regulation 
promulgated under the Act applicable to the Registered Holder and relating to 
action or inaction required of the Registered Holder in connection with any 
such Registration, in each case to the extent, but only to the extent, that 
such untrue statement or alleged untrue statement or omission or alleged 
omission was made in such Registration Statement, preliminary or final 
prospectus, or amendments or supplements thereto, in reliance upon and in 
conformity with written information furnished by such Registered Holder 
expressly for use in connection with such registration.  Such Registered 
Holder will reimburse any lgal or other expenses reasonably incurred by the 
Company or any such director, officer, legal counsel, controlling person, 
agent or underwriter in connection with investigating or defending any such 
loss, claim, damage, liability or action;

                    (c)  NOTICE.  Promptly after receipt by an indemnified 
party under this Section 12.9 of notice of the commencement of any action 
(including any government action), such indemnified party shall, if a claim 
in respect thereof is to be made against any indemnifying party under this 
Section, notify the indemnifying party in writing of the commencement thereof 
and the indemnifying party shall have the right to participate in and, 
jointly with any other indemnifying party similarly noticed, to assume the 
defense thereof with counsel mutually satisfactory to the parties; provided, 
however, if representation jointly would be inappropriate due to potential 
differing interests between such parties in such proceeding, either party may 
retain counsel of its own. The failure to notify an indemnifying party 
promptly of the commencement of any such action, if prejudicial to her or its 
ability to defend such action, shall relieve such indemnifying party of any 
liability to the indemnified party under this Section, but the failure to 
notify the indemnifying party shall not relieve him of any liability that the 
indemnifying party may have to any indemnified party otherwise than under 
this Section 12.9; and

                    (d)   CONTRIBUTION.  If the indemnification provided for 
in this Section 12.9 is held by a court of competent jurisdiction to be 
unavailable to an

                                          12
<PAGE>

indemnified party hereunder with respect to any loss, liability, claim, 
damage or expense, then the indemnifying party, in lieu of indemnifying such 
indemnified party shall contribute to the amount paid or payable by such 
indemnified party as a result of such loss, liability, claim, damage or 
expense in such proportion as is appropriate to reflect the relative fault of 
the indemnifying party and of the indemnified party in connection with the 
statement or omissions that resulted in such loss, liability, claim, damage 
or expense as well as any other relevant equitable considerations. The 
relative fault of the indemnifying party and of the indemnified party shall 
be determined by reference to, among other things, whether the untrue or 
alleged untrue statement of a material fact or the omission to state a 
material fact relates to information supplied by the indemnifying party or 
the indemnified party, and the opportunity to correct or prevent such 
statement or omission.  Such allocation shall be consistent with the 
principles of indemnification provisions under Sections 12.9 (a) and (b) 
above.

          12.10 TERMINATION OF THE COMPANY'S OBLIGATIONS.  The right of any 
Registered Holder to request Registration pursuant to this Agreement shall 
terminate on, or on the first date after, the closing of the first Registered 
public offering of the Company's common stock initiated by the  Company if 
all shares of Registrable Securities held or entitled to be held upon 
conversion by such Registered Holder may immediately be sold under Rule 144 
of the Act during any ninety (90)-day period.

          12.11 REPORTS UNDER 1934 ACT.  In order to allow the Registered 
Holders the benefits of Rule 144 promulgated under the Act and any other rule 
or regulations of the SEC that may at any time permit the Registered Holder 
to sell securities of the Company to the public without Registration, the 
Company agrees to use its best efforts to:

                    (a)  PUBLIC INFORMATION.  Make and keep public information
available, as those terms are understood and defined in Rule 144;

                    (b)  FILING.  File with the SEC in a timely manner all 
reports and other documents required of the Company under the Act and the 
1934 Act; and

                    (c)  COPIES OF REPORTS.  Furnish upon request to any 
Registered Holder, so long as such Registered Holder owns any Registrable 
Securities: (i) a written statement by the Company that the Company has 
complied with the reporting requirements of Rule 144, the Act and the 1934 
Act (at any time after it has become subject to such reporting requirements); 
(ii) a copy of the most recent annual or quarterly report of the Company; and 
(iii) such other reports and documents so filed by the Company as may be 
reasonably requested in availing any Registered Holder of any rule or 
regulation of the SEC permitting the selling of any such securities without 
Registration.

               12.12     LOCKUP AGREEMENT.  Upon the request of the Company 
or the underwriters managing any firm commitment underwritten offering of the 
Company's securities, in connection with any Registration, each Registered 
Holder agrees that it shall not, sell or otherwise dispose of any Registrable 
Securities during a period of up to

                                          13
<PAGE>

one-hundred and eighty days (or more if requested by the underwriter or the 
Company) following the effective date of a registration statement; provided 
that such agreement shall only apply to the first such Registration including 
securities sold on behalf of the Company to the public in an underwritten 
offering.  The obligations of the Registered Holders under this paragraph 
12.12 shall not apply to a registration relating solely to employee benefit 
plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the 
future. The Company may impose stop-transfer instructions with respect to all 
shares (or securities) subject to the foregoing restriction until the end of 
such one hundred eighty (180)-day period (or such longer period).  Registered 
Holder will not be required to lockup Registrable Securities on terms less 
favorable than the terms of lockup agreements with the Company's officers 
and/or directors.

          12.13 NO LIMITATION ON FUTURE REGISTRATION RIGHTS.  Other than the 
obligations imposed hereunder on the Company to allocate registration rights, 
the Company shall not be restricted from granting any form of registration 
rights to any person.

          12.14 TRANSFER OF REGISTRATION RIGHTS.  The registration rights of 
Registered Holder under this Agreement may be transferred to any transferee 
who acquires from Registered Holder shares representing at least one percent 
(1%) of the issued and outstanding Shares of the Company; provided, that the 
Company is given written notice by the Registered Holder at the time of such 
transfer stating the name and address of the transferee and identifying the 
securities with respect to which the rights under this Agreement are being 
assigned.

     13.  GENERAL PROVISIONS.

          13.1  NO RIGHTS OR LIABILITIES AS SHAREHOLDER.  This Warrant does 
not by itself entitle the Registered Holder to any voting rights or other 
rights as a shareholder of the Company.  In the absence of affirmative action 
by Registered Holder to purchase Warrant Stock by exercise of this Warrant, 
no provisions of this Warrant, and no enumeration herein of the rights or 
privileges of the Registered Holder shall cause such Registered Holder to be 
a shareholder of the Company for any purpose by virtue hereof.

          13.2  AMENDMENT.  The provisions of this Agreement may be modified 
at any time by agreement of the parties.  Any such agreement hereafter made 
shall be ineffective to modify this Agreement in any respect unless in 
writing and signed by the parties against whom enforcement of the 
modification or discharge is sought.

          13.3  NOTICES.  Any notice under this Agreement shall be in 
writing, and any written notice or other document shall be deemed to have 
been duly given (i) on the date of personal service on the parties, (ii) on 
the third business day after mailing, if the document is mailed by registered 
or certified mail, (iii) one day after being sent by professional or 
overnight courier or messenger service guaranteeing one-day delivery, with 
receipt confirmed by the courier, or (iv) on the date of transmission if sent 
by telegram, telex, telecopy or other means of electronic transmission 
resulting in written copies, with receipt confirmed.  Any such notice shall 
be delivered or addressed to

                                          14
<PAGE>

the parties at the addresses set forth below or at the most recent address
specified by the addressee through written notice under this provision:

If to the Company:

Daniel McPeak

Chief Executive Officer
The RiceX Company
1241 Hawk's Flight Court
El Dorado Hills, CA 95762
Fax: (916) 933-3232

With a copy to:

Graham & James LLP
400 Capitol Mall
24th Floor
Sacramento, CA 95814
Attn: Gilles Attia, Esq.

If to the Registered Holder:


Failure to conform to the requirement that mailings be done by registered or 
certified mail shall not defeat the effectiveness of notice actually received 
by the addressee.

          13.4  CHANGE; WAIVER.  Any of the terms or conditions of this 
Agreement may be waived at any time by the party entitled to the benefit 
thereof, but no such waiver shall affect or impair the right of the waiving 
party to require observance, performance or satisfaction either of that term 
or condition as it applies on a subsequent occasion or of any other term or 
condition.

          13.5  HEADINGS.  The headings in this Warrant are for purposes of
convenience and reference only, and shall not be deemed to constitute a part
hereof.

          13.6  LAW GOVERNING.  The rights and obligations of the parties and
the interpretation and performance of this Agreement shall be governed by the
law of California, excluding its conflict of laws rules

          13.7  INTEGRATION. This Agreement constitutes the entire agreement 
between the Company and the Registered Holder with respect to the subject 
matter hereof.  Any previous agreement between the Company and the Registered 
Holder is superseded by this Agreement.  Subject to the exceptions 
specifically set forth in this Agreement, the terms and conditions of this 
Agreement shall inure to the benefit of and be binding upon the respective 
heirs, successors, administrators, executors and assigns of the parties 
hereto.

                                          15
<PAGE>

          13.8  COUNTERPARTS. This Agreement may be executed in one or more 
counterparts, each of which shall be deemed an original, but all of which 
together shall constitute one and the same instrument.

          13.9  SEVERABILITY.  If any provision of this Agreement is 
adjudicated by a court of competent jurisdiction to be invalid or 
unenforceable, the remainder of the Agreement which can be given full force 
and effect without the invalid provision shall continue in full force and 
effect and shall in no way be impaired or invalidated..

     Dated: As of  ___________, 1998

                                        COMPANY

                                        The RiceX Company, a Delaware
                                        corporation


                                        By:
                                           ------------------------------
                                        Its:
                                            -----------------------------

                                        REGISTERED HOLDER

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

                                          16
<PAGE>

                                      EXHIBIT 1

                                  SUBSCRIPTION FORM

                    (To be executed only upon exercise of Warrant)

     The undersigned Registered Holder of this Warrant irrevocably exercises 
this Warrant for the purchase of             shares of             Stock of   
          , purchasable with this Warrant, and herewith makes payment 
therefor, all at the price and on the terms and conditions specified in this 
Warrant.  The representations and warranties of the undersigned contained in 
Section 11 of this Warrant continue to be true and complete on the date 
hereof.

     Dated: __________
                                          ---------------------------------
                                          (Signature of Registered Holder)

                                          ---------------------------------
                                          (Street Address)

                                          ---------------------------------
                                          (City)          (State)    (Zip)


<PAGE>

                                 FORM OF ASSIGNMENT


     FOR VALUE RECEIVED the undersigned Registered Holder of this Warrant 
hereby sells, assigns and transfers unto the Assignee named below in 
accordance with the terms and conditions of the Warrant, all of the rights of 
the undersigned under the within Warrant, with respect to the number of 
shares of Warrant Stock set forth below:

     Name of Assignee         Address                   No. Of Shares




and does hereby irrevocably constitute and appoint               Attorney to
make such transfer on the books of                 maintained for the purpose,
with full power of substitution in the premises.

     Dated:

                                        By:
                                           -------------------------------
                                                 (Registered Holder)

                                        Name:
                                             -----------------------------

                                         Title:
                                               ---------------------------