<PAGE>

                  SEVERANCE AGREEMENT AND MUTUAL RELEASE OF CLAIMS

     ____________ (hereinafter "Employee") and THE RICEX COMPANY, a Delaware
corporation (hereinafter "Employer") enter into this Severance Agreement and
Mutual Release of Claims (hereinafter, "Agreement") under the following terms
and conditions:

          1.   BACKGROUND AND PURPOSE.

               1.1  Employee was employed by Employer pursuant to an employment
agreement executed by Employee on or about _____________ ("Employment
Agreement").

               1.2  Employee and Employer desire to mutually sever the 
employment relationship between them on the terms and conditions set forth
below.

          2.   RESIGNATION.  The parties hereby terminate all of the terms of 
the Employment Agreement and Employee resigns as an employee of Employer 
effective ________________ ("Resignation Date").

          3.   CONSIDERATION.  In consideration of the mutual releases and
agreements set forth in this Agreement, Employer agrees to provide Employee
with the following severance benefits:

               3.1  A lump sum severance benefit payment in the amount of 
__________________ Dollars ($_____) less all legally required employee 
deductions and withholdings, which shall be payable upon the expiration of 
the seven (7) day revocation period established pursuant to Section 4.6.  
Such payment includes the payment of Employee's gross salary from 
_____________ through_____________ in the amount of ________________ Dollars 
($______).  Upon signing of this Agreement, Employer shall deliver said lump 
sum (less deductions and withholdings) by check or wire transfer to 
_____________ for deposit into the firm's trust account and to be released 
pursuant to the Joint Escrow Instructions attached hereto as Exhibit A.

               3.2  Employer shall grant to Employee certain rights to 
purchase up to ____________ shares of Employer's common stock on the terms 
and conditions set forth in the form of Warrant to Purchase Capital Stock 
("Warrant") attached hereto as Exhibit A.  Upon the expiration of the seven 
(7) day revocation period established pursuant to Section 4.6, Employer shall 
properly execute and deliver to Employee the Warrant. Employee and Employer 
further agree that any prior agreements between the Employee and Employer for 
the option, warrant or right to purchase common stock of the Employer shall 
be terminated and of no further force and effect upon the execution and 
delivery of the Warrant pursuant to this Section 3.2.

               3.3  Continuing Directors' and Officers' liability insurance 
coverage on terms no less favorable to Employee than those contained in the 
policy in effect as of

<PAGE>

November 1, 1998 with regard to Employee's services for Employer for a period 
of three (3) years following the Resignation Date.

               3.4  Employer further agrees to seal Employee's personnel 
records and to only release the records upon written request of Employee or 
pursuant to subpoena, a Court order, an administrative ruling, or as 
otherwise required by law or legal or judicial process.

               3.5  Employer further agrees to maintain Employee's and, if
applicable,  Employee's dependents', health insurance coverage through December
31, 1998; thereafter Employee and Employee's dependents shall be entitled to
COBRA rights under applicable law.

               3.6  Employer further agrees that it will not contest any 
claim by Employee for unemployment compensation benefits based on services 
performed by Employee for Employer; PROVIDED HOWEVER that Employer makes no 
representation whatsoever regarding Employee's eligibility for, or 
entitlement to, any such unemployment compensation.

          4.   RELEASES OF LIABILITY.

               4.1  In consideration of the promises and covenants contained 
in this Agreement, Employer and Employee agree to the following releases.

               4.2  SPECIFIC RELEASE OF AGE DISCRIMINATION CLAIM.  Employee 
represents that Employee understands and acknowledges that the Age 
Discrimination in Employment Act of 1967, as amended, provides Employee the 
right to bring a claim against Employer if Employee believes that Employee 
has been discriminated against on the basis of age.  Employee expressly 
warrants that Employee will not file any claim or action against Employer or 
any entity or employee associated with or employed by Employer based on any 
alleged violations of the Age Discrimination in Employment Act of 1967, as 
amended, arising through the date of this Agreement.  Employee hereby waives 
any right to assert a claim for relief under this Act, including but not 
limited to, back pay, attorneys' fees, damages, reinstatement or injunctive 
relief.

               4.3  SPECIFIC RELEASE OF STATUTORY RIGHTS CLAIMS.  Employee
understands and acknowledges that Title VII of the Civil Rights Act of 1964 as
amended, the Civil Rights Act of 1991, the Americans With Disabilities Act, the
Vietnam Era Veterans Readjustments Assistance Act of 1974, the California Family
Rights Act of 1991, the Federal Family and Medical Leave Act of 1993, and the
California Fair Employment and Housing Act, as amended, and applicable
provisions of California's Labor Code provide the right to an employee to bring
charges, claims or complaints against an employer if the employee believes he or
she has been discriminated against on a number of bases, including race,
ancestry, color, religion, sex, marital status, national origin, age, status as
a veteran of the Vietnam era, request or need for family or medical leave,
physical or mental disability, medical condition, or sexual preference.
Employee, with full understanding of the rights afforded Employee under these
federal


                                          2
<PAGE>

and state laws, agrees that Employee will not file, or cause to be filed, 
against Employer, any charges, complaints, or actions based on any alleged 
violation of these federal and state laws, or any successor or replacement 
federal or state laws, relating to or arising out of Employee's employment 
with Employer or Employee's Resignation.  Employee hereby waives any right to 
assert a claim for relief against Employer arising up to and including the 
date of execution of this Agreement which may be available under these 
federal and state laws including, but not limited to, back pay, attorneys' 
fees, damages, reinstatement, or injunctive relief, which Employee may 
otherwise recover based on any alleged violation of these federal and state 
laws, or any successor or replacement federal or state laws.

               4.4  MUTUAL GENERAL RELEASE.  Employee, for Employee's part, 
shall and hereby does release and forever discharge Employer, and Employer's 
predecessors, successors, heirs, assigns, executors, administrators, agents, 
employees, representatives, attorneys, affiliates, subsidiaries, and any and 
all past or present officers and directors of Employer in their individual 
and representative capacities, and all of them, as well as any and all 
persons acting or allegedly acting by, under, through or in concert with any 
of them ("Employer Releasees"), against any and all claims, damages, actions, 
causes of action, liabilities, judgments, liens, contracts, agreements, 
rights, debts, suits, obligations, promises, acts, costs and expenses 
(including, but not limited to, attorneys' fees), damages and charges of 
whatsoever nature, whether known or unknown, suspected or unsuspected, 
foreseen or unforeseen, fixed or contingent, or ever filed or prosecuted 
(hereinafter, collectively referred to as "Claims") which Employee may now 
have, or claims to have, or any time heretofore had, or claimed to have had, 
against Employer Releasees as a result of things undertaken, said, stated, 
done or admitted to be done up to and including the date of this Agreement; 
PROVIDED HOWEVER that Employee shall not be deemed to release Employer under 
this Section 4.4 for obligations of the Employer arising out of this 
Agreement or the Indemnification Agreement between Employer and Employee or 
any other rights Employee may have to indemnification or contribution from 
Employer.

     Excepting the obligations set forth in this Agreement, Employer, and its 
predecessors, successors, heirs, assigns, executors, administrators, agents, 
employees, representatives, attorneys, affiliates, subsidiaries, and any and 
all past or present officers and directors for their part, shall and hereby 
do release and forever discharge Employee and Employee's predecessors, 
successors, heirs, assigns, agents, representatives, attorneys executors and 
administrators and all of them ("Employee Releasees") against any and all 
Claims (as defined in the preceding paragraph) which Employer may now have, 
or claims to have, or at any time heretofore had or claimed to have had 
against Employee Releasees as a result of things undertaken, said, stated, 
done or admitted to be done up to and including the date of this Agreement; 
PROVIDED HOWEVER that if Employer at any time before the Resignation Date or 
on or before the day six months after the Resignation Date, discovers that 
Employee has stolen, taken, destroyed, or otherwise tampered with any 
confidential materials and/or information of Employer, or has disclosed any 
confidential materials and/or information of Employer to any third party 
without the express written authorization of Employer (other than actions 
taken by Employee in good faith and in the normal course of business in her 
capacity as

                                          3
<PAGE>

an officer of Employer and for the benefit and in the best interests of 
Employer), during Employee's term of employment or following the Resignation 
Date, Employer (i) shall not be deemed to have released Employee from any 
liability for such action and Employer shall file an action, claim or suit 
against Employee for such actions discovered within seven months after the 
Resignation Date and (ii) that Employer shall not be deemed to release 
Employee under this Section 4.4 for obligations of the Employee arising out 
of the Confidentiality Agreement between Employer and Employee.

               4.5  WAIVER OF UNKNOWN AND UNANTICIPATED CLAIMS.  It is 
understood and agreed that the releases as referred to in this Agreement are 
full and final releases by Employee of Employer Releasees and by Employer of 
Employee Releasees, and that such full and final releases include, without 
limitation, all unknown and unanticipated claims, injuries, debts, or 
damages, as well as those now known or disclosed.  With respect to any claims 
by Employee against Employer, or by Employer against Employee, the parties to 
this Agreement expressly waive the provisions of California Civil Code 
section 1542 which provides as follows:

     "A general release does not extend to claims which the creditor does
     not know or suspect to exist in his favor at the time of executing the
     release, which if known by him must have materially affected his
     settlement with the debtor."

In that connection, the parties hereto, and each of them, realize and 
acknowledge that one or more of the Claims may include losses sustained by 
Employee on account of Employer, or losses sustained by Employer on account 
of Employee, that are presently unknown or unsuspected, and that such losses 
as were sustained may give rise to additional losses and expenses in the 
future which are not now anticipated.  Nevertheless, Employee and Employer 
acknowledge that this release has been negotiated and agreed upon and that in 
consideration for the rights and benefits under this Agreement, Employee 
intends and hereby does release, acquit and forever discharge Employer, and 
Employer intends and hereby does release, acquit and forever discharge 
Employee, as set forth above, from any and all Claims, including those that 
are unknown, unsuspected or unforeseen or that are presently unknown and 
unanticipated.

               4.6  OLDER WORKERS BENEFIT PROTECTION ACT.  Pursuant to the 
terms of the Older Workers' Benefit Protection Act (OWBPA), Employee 
acknowledges that Employee has twenty-one (21) days from the date of 
presentation of this Agreement to Employee, which occurred on December 16, 
1998 in which to consider the terms and conditions of this Agreement.  
Employee acknowledges that, by the terms of this Agreement, Employee has been 
advised in writing that during the aforementioned twenty-one (21) day period, 
Employee should consult with an attorney regarding the terms and conditions 
of this Agreement.  Employee further acknowledges that, by the terms of this 
Agreement, Employee has been advised that following execution of this 
Agreement, Employee has seven (7) days in which Employee may revoke this 
Agreement and that this Agreement does not become effective until the seventh 
day

                                          4
<PAGE>

following execution of the Agreement.  The date seven (7) days following the
execution of the Agreement shall be the effective date of this Agreement.

          5.   CONFIDENTIALITY OF EMPLOYER'S PROPRIETARY INFORMATION.  
Employee acknowledges that by reason of Employee's position with Employer, 
Employee has been given access to confidential and/or proprietary information 
or materials respecting Employer's business affairs.  Such confidential 
information may include, but is not limited to, Employer's business 
strategies, financial results, contractual agreements between Employer and 
other individuals or entities, strategies and ideas, compilation of 
information and records which are owned by Employer and are regularly used in 
operation of Employer's business, procedures, written descriptions, 
processes, research projects, protocols or other tangible items and 
documentation, including computer programs, reports and marketing 
information, which has not been released by Employer as general public 
information.  For purposes of this Agreement, "confidential information" does 
not include information which has become general public information through 
no involvement of Employee.  Employee represents that Employee has held all 
such information confidential and will continue to do so.  Employee 
represents and agrees that Employee shall not disclose any such confidential 
information. Employee further represents that all files, records, documents, 
lists, equipment, inventions, computer programs, research projects, 
protocols, processes and similar items relating to the business of Employer, 
whether prepared by Employee or otherwise coming into Employee's possession, 
shall remain the exclusive property of Employer and shall not be removed from 
the premises of Employer.  Employee further represents that Employee does not 
have in Employee's possession any of the confidential materials and/or 
information described in this paragraph and has returned all such 
confidential materials and/or information to Employer.

               5.1  REPRESENTATION AND WARRANTY.  Employee represents and 
warrants to Employer as a material inducement to Employer entering into this 
Agreement that Employee (i) has not retained, acquired or delivered to any 
third parties any of Employer's records or data, including without limitation 
any financial information, client lists, electronic data, research and 
development records, recorded strategies, plans or proposals or other 
proprietary information, and (ii) Employee has not destroyed, erased or 
spoiled or altered any of the records or data referenced in this Section 5.1 
(other than actions taken by Employee in good faith and in the normal course 
of business in her capacity as an officer of Employer and for the benefit and 
in the best interests of Employer).

          6.   RESOLUTION OF DISPUTES.  Any disputes regarding the rights or 
obligations of the parties under this Agreement shall be conclusively 
determined by binding arbitration.  The arbitration shall be conducted as 
follows:

               6.1  BINDING ARBITRATION.  Any dispute between the parties 
shall be submitted to, and conclusively determined by, binding arbitration in 
accordance with this paragraph.  The provisions of this paragraph shall not 
preclude any party from seeking injunctive or other provisional or equitable 
relief in order to preserve the status quo of the parties pending resolution 
of the dispute, and the filing of an action seeking

                                          5
<PAGE>

injunctive or other provisional relief shall not be construed as a waiver of
that party's arbitration rights.  The arbitration of any dispute between the
parties to this Agreement shall be governed by the provisions of the California
Arbitration Act (California Code of Civil Procedure section 1280, et seq.).

               6.2  INITIATION OF ARBITRATION.  In the case of any dispute 
between the parties to this Agreement, either party shall have the right to 
initiate the binding arbitration process provided for in this paragraph by 
serving upon the other party a demand for arbitration.  Notwithstanding any 
other provision of law, in order to be enforceable a demand for arbitration 
must be served within one hundred and eighty (180) days of the date on which 
a party discovers, or reasonably should have discovered, facts giving rise to 
a dispute as defined above.

               6.3  SELECTION OF ARBITRATORS.  Within thirty (30) days of 
service of a demand for arbitration by either party to this Agreement, the 
parties shall endeavor in good faith to select a single arbitrator.  If they 
fail to do so within that time period, each party shall have an additional 
period of fifteen (15) days in which to appoint an arbitrator and those 
arbitrators within fifteen (15) days shall select an additional arbitrator.  
If any party fails to appoint an arbitrator or if the arbitrators initially 
selected by the parties fail to appoint an additional arbitrator within the 
time specified herein, any party may apply to have an arbitrator appointed 
for the party who has failed to appoint, or to have the additional arbitrator 
appointed, by the presiding judge for the Superior Court, Sacramento County, 
California.  If the presiding judge, acting in his or her personal capacity, 
is unable or unwilling to appoint the additional arbitrator, that arbitrator 
shall be selected in accordance with California Code of Civil Procedure 
section 1281.6.

               6.4  LOCATION OF ARBITRATION.  Any arbitration hearing shall be
conducted in Sacramento County, California.

               6.5  APPLICABLE LAW.  The law applicable to the arbitration of 
any dispute shall be the law of the State of California, excluding its 
conflicts of law rules.

               6.6  ARBITRATION PROCEDURES.  Except as otherwise provided in 
this paragraph, the arbitration shall be governed by the California 
Arbitration Act (Code Civ. Proc., Section 1280 et seq.).  In addition, 
either party may choose, at that party's discretion, to request that the 
arbitrators resolve any dispositive motions prior to the taking of evidence 
on the merits of the dispute.  By way of example, such dispositive motions 
would include, but not be limited to, those which would entitle a party to 
summary judgement or summary adjudication of issues pursuant to Code of Civil 
Procedure section 437c or resolution of a special defense as provided for at 
Code of Civil Procedure section 597.  In the event a party to the arbitration 
requests that the arbitrators resolve a dispositive motion, the arbitrators 
shall receive and consider any written or oral arguments regarding the 
dispositive motion, and shall receive and consider any evidence specifically 
relating thereto, and shall render a decision thereon, before hearing any 
evidence on the merits of the dispute.

                                          6
<PAGE>

               6.7  LIMITATION ON SCOPE OF ARBITRATORS' AWARD OR DECISION.  
Employer and Employee agree that if the arbitrators find any disputed claim 
to be meritorious, the arbitrators shall have the authority to order legal 
and/or equitable relief appropriate to the claim.

               6.8  COSTS OF ARBITRATION; ATTORNEYS' FEES.  Each party shall 
bear equally the costs of the arbitration and shall bear its own attorneys' 
fees. However, Employer and Employee agree that the arbitrators, in their 
discretion, may award to the prevailing party the costs, including the costs 
of the arbitration, and attorneys' fees incurred by that party in 
participating in the arbitration process.

               6.9  ACKNOWLEDGMENT OF CONSENT TO ARBITRATION.  NOTICE:  BY 
EXECUTING THIS AGREEMENT YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF 
THE MATTERS INCLUDED IN THE "RESOLUTION OF DISPUTES" PROVISION DECIDED BY 
NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY 
RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY 
TRIAL.  BY EXECUTING THIS AGREEMENT, YOU ARE GIVING UP YOUR JUDICIAL RIGHTS 
TO APPEAL UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THE "RESOLUTION OF 
DISPUTES" PROVISION.  IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING 
TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF 
THE CALIFORNIA CODE OF CIVIL PROCEDURE.  YOUR EXECUTION OF THIS AGREEMENT 
INDICATING YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

     BY EXECUTING THIS AGREEMENT AND INITIALLING IN THE SPACE BELOW, YOU ARE 
INDICATING THAT YOU HAVE READ AND UNDERSTOOD THE FOREGOING AND UNDERSTAND 
THAT, BY EXECUTING THIS AGREEMENT, YOU AGREE TO SUBMIT DISPUTES ARISING OUT 
OF THE MATTERS INCLUDED IN THIS "RESOLUTION OF DISPUTES" PROVISION TO NEUTRAL 
ARBITRATION.

          Employer's Authorized Representative's Initials:  _________

          Employee's Initials:          ___________

          7.   NO REHIRE.  Employee shall not be subject to rehire as an 
employee of Employer.

          8.   ENTIRE AGREEMENT.  This document constitutes the entire 
agreement between the parties, all oral agreements being merged herein, and 
supersedes all prior representations and agreements.  There are no 
representations, agreements, arrangements, or understandings, oral or 
written, between or among the parties relating to the subject matter of this 
Agreement that are not fully expressed herein.

          9.   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

                                          7
<PAGE>

either of that term or condition as it applies on a subsequent occasion or of
any other term or condition hereof.

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

          11.  REPRESENTATION BY COUNSEL.  This Agreement has been carefully 
read by the parties and the contents hereof are known and understood by all 
parties. The parties have each received independent legal advice from 
attorneys of their choice with respect to the preparation, review and 
advisability of executing this Agreement.  Prior to the execution of this 
Agreement by each party, the parties' attorneys reviewed the Agreement, and 
the parties acknowledge that they have executed this Agreement after 
independent investigation and without fraud, duress or undue influence.

          12.  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.

          13.  ATTORNEYS' FEES; PREJUDGMENT INTEREST.  If the services of an 
attorney are required by any party to secure the performance of this 
Agreement or otherwise upon the breach or default of another party to this 
Agreement, or if any judicial remedy or arbitration is necessary to enforce 
or interpret any provision of this Agreement or the rights and duties of any 
person in relation thereto, the prevailing party shall be entitled to 
reasonable attorneys' fees, costs and other expenses, in addition to any 
other relief to which such party may be entitled.  Any award of damages 
following judicial remedy or arbitration as a result of the breach of this 
Agreement or any of its provisions shall include an award of prejudgment 
interest from the date of the breach at the maximum amount of interest 
allowed by law.

          14.  SUCCESSION.  Subject to the provisions otherwise contained in 
this Agreement, this Agreement shall inure to the benefit of, and be binding 
upon, the successors and assigns of each of the respective parties hereto.

          15.  GOVERNING LAW AND CONSENT TO JURISDICTION.  The rights and 
obligations of the parties, and the interpretation and performance of this 
Agreement, shall be governed by the laws of the State of California, 
excluding its conflict of law rules.  To the maximum extent permitted by law, 
the parties agree that all actions or proceedings arising in connection with 
this Agreement shall be tried and determined in the Superior Court of the 
State of California, in and for the County of Sacramento.

          16.  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

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<PAGE>

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.  
Failure to give notice in accordance with any of the foregoing methods shall 
not defeat the effectiveness of notice actually received by the addressee.  
Any notice under this Agreement shall be addressed as follows:

     If to Employee:


     If to Employer:     Daniel McPeak
                         The RiceX Company
                         1241 Hawk's Flight Court
                         El Dorado Hills, CA  95762

          17.  CAPTIONS.  All paragraph captions are for reference only and 
should not be considered in construing this Agreement.

          18.  NONASSIGNABILITY.  This Agreement shall not be assigned by any 
party without the prior written consent of the other parties.  Any assignment 
contrary to the provisions of this Agreement shall be deemed a default under 
the Agreement, allowing the nondefaulting parties to exercise all remedies 
available under law.

          19.  COUNTERPARTS.  The Agreement may be executed in two or more 
counterparts, each of which shall be deemed an original, but all of which 
together shall constitute one-in-the-same document.

Dated:
      -----------------------

                                        EMPLOYEE

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



                                        THE RICEX COMPANY, a Delaware
                                        corporation

                                        By:
                                           --------------------------------

                                        Its:
                                            -------------------------------


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