`<PAGE>

                                                                   EXHIBIT 4.44

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 Edward G. Newton and The RiceX
Company (the "Company"). The Company hereby grants to Edward G. Newton, 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 March 31,
2003, 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.


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<PAGE>

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

         1.3 EXPIRATION DATE. "Expiration Date" means 5:00 p.m. Pacific Time on
March 31, 2003, 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 seventy-nine cents ($.79)
per share of Warrant Stock. The Purchase Price is subject to adjustment, as
provided herein.

         1.6 REGISTERED HOLDER. "Registered Holder" means Edward G. Newton 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 57,000 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


                                       2
<PAGE>

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 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


                                       3
<PAGE>

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 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, MERGE. 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).


                                       4
<PAGE>

         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.

     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


                                       5
<PAGE>

         (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 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


                                       6
<PAGE>

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 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.


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<PAGE>

         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 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 "l 934 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) REGUIRED 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;


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<PAGE>

              (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 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;


                                       9
<PAGE>

              (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 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


                                       10
<PAGE>

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 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


                                       11
<PAGE>

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 amendments 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.

              (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
legal 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;


                                       12
<PAGE>

              (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 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:


                                       13
<PAGE>

              (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 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.


                                       14
<PAGE>

      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 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, Suite 103
El Dorado Hills, CA 95762
Fax: (916) 933-3232


                                       15
<PAGE>

If to the Registered Holder:

Edward G. Newton
1044 Callander Way
Folsom, CA  95630

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.

         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 March 31, 2000

                                   COMPANY

                                   The RiceX Company, a Delaware corporation

                                   By:  /s/ DANIEL L. McPEAK
                                      -------------------------

                                   its: CEO
                                        -----------------------



                                       16
<PAGE>

                                   REGISTERED HOLDER

                                   /s/ EDWARD G. NEWTON
                                   --------------------------
                                   Edward G. Newton



                                       17
<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


                                       18

<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          NUMBER 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:
                                            -----------------------------


                                       19