<PAGE>

EXHIBIT 4.54

CONFIDENTIAL                           Offeree No.:
                                       Name:

SUBSCRIPTION BOOKLET

THE RICEX COMPANY

               $6,000,000 worth of Units, each Unit consisting of
               one share of Common Stock and a warrant to purchase
                            one share of Common Stock

                                 Offering Price

                                  $.75 per Unit

<PAGE>

                           SUBSCRIPTION INSTRUCTIONS

         This booklet of subscription documents relates to the private
offering (the "Offering") of up to $6,000,000 worth of units (the "Units"),
each Unit consisting of (i) one share (a "Share") of the Common Stock of The
RiceX Company, a Delaware corporation (the "Company"), and (ii) a warrant (a
"Warrant") to purchase one share (a "Warrant Share") of the Company's Common
Stock at an exercise price for the first year of $1.00, for the second year
of $1.25 and for the third year of $1.50. Delivery of this booklet to anyone
other than the person named on the front cover is unauthorized, and any
reproduction or circulation of this booklet, in whole or in part, is
prohibited.

                  In order to subscribe for the Units, a subscriber must
          complete and execute the subscription documents contained in this
          booklet in accordance with the instructions set forth herein. This
          entire booklet, together with the appropriate payment, should then be
          returned to:

                                The RiceX Company
                            1241 Hawk's Flight Court
                            El Dorado Hills, CA 95762
                             Attention: Todd C. Crow

                         Checks must be made payable to:
                               "The RiceX Company"

         Please be sure that your name appears in exactly the same way in
each place where it is inserted in each of the documents attached hereto and
in each place where your signature is required on such documents.

         NO SUBSCRIPTIONS WILL BE ACCEPTED THAT DO NOT INCLUDE (a) A
COMPLETED AND EXECUTED SUBSCRIPTION AGREEMENT (INCLUDED IN THIS BOOKLET), (b)
A COMPLETED AND EXECUTED INVESTOR STATUS QUESTIONNAIRE (INCLUDED IN THIS
BOOKLET), (c) A COMPLETED AND EXECUTED REGISTRATION RIGHTS AGREEMENT
(INCLUDED IN THIS BOOKLET), AND (d) PAYMENT FOR THE UNITS TO BE PURCHASED.
THE COMPANY RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO REJECT ANY
SUBSCRIPTION IF IT BELIEVES THE SUBSCRIBER DOES NOT MEET THE QUALIFICATIONS
TO INVEST IN THE UNITS OR FOR ANY OTHER REASON.

         Stock certificates and a copy of the Subscription Agreement executed
by the Company will be delivered to subscribers as soon as practicable after
acceptance of such subscriber's investment.

         All proceeds received by the Company from the subscribers for the
Units offered hereby will be deposited in a special non-interest bearing bank
account. The Company, in its sole discretion, will hold closings from time to
time ("Closing Date") and all the funds (regardless of the amount) held in
the special account as of the Closing Date will be turned over to the Company
on such Closing Date. In such event, the Company may continue to seek
additional funds by offering up to a maximum of $6,000,000 worth of Units.
THERE IS NO MINIMUM NUMBER OF SUBSCRIPTIONS REQUIRED BEFORE CLOSING.

<PAGE>

INSTRUCTIONS FOR COMPLETING THE SUBSCRIPTION DOCUMENTS

YOU must complete and sip the Subscription Agreement, the Investor Status
Questionnaire and the Registration Rights Agreement.

<TABLE>
<S>                                    <C>
Investor Status Questionnaire          Read carefully and complete each section of the
                                       questionnaire.
                                       Each co-subscriber (other than a spouse) must complete a
                                       separate questionnaire.
                                       Corporations, partnerships and trusts must also furnish
                                       recent financial statements, and must attach complete and
                                       unabridged appropriate authorizing instruments (corporate
                                       resolutions, certificate of incorporation and by-laws,
                                       partnership agreement or trust instrument).
                                       Complete and sign the last page of the Investor Status
                                       Questionnaire. (The name and the signature on the Investor
                                       Status Questionnaire must match exactly.)

Subscription Agreement                 Be sure to read the entire agreement carefully.

If you desire to subscribe, complete and sign the appropriate page of the
Subscription Agreement. (Your name must appear exactly the same throughout
the Subscription Agreement and the Investor Status Questionnaire.)

Registration Rights Agreement          Upon the request of the holders thereof, the Company has
                                       agreed to include the Shares and the Warrant Shares
                                       offered hereby in each registration statement filed by the
                                       Company until a registration statement covering such
                                       shares is declared effective by the SEC ("Registration
                                       Statement"); provided, however, that in the event of an
                                       underwritten public offering the number of Shares and
                                       Warrant Shares included in the Registration Statement may
                                       be reduced or eliminated in the discretion of the managing
                                       underwriter in such offering. In addition, the Company has
                                       agreed to use its best efforts to cause any effective
                                       registration statement to remain in effect until the earlier of
                                       (i) the date that all of the Shares and Warrant Shares
                                       offered hereby included in the Registration Statement have
                                       been sold pursuant thereto and (ii) the date the holders
                                       thereof receive an opinion of counsel that all of the Shares
                                       and Warrant Shares may be freely traded without
                                       registration under the Act.
                                             ii
</TABLE>

<PAGE>

The Company shall bear all fees and expenses incurred in the preparation and
filing of the Registration Statement, except fees and expenses of holders'
individual advisors and underwriting discounts attributable to such holders'
Shares and Warrant Shares, if any.

In the event of a registered public offering of the shares of Common Stock of
the Company, the holders of the Shares and the Warrant Shares will not be
able to sell or otherwise transfer such shares within the 180-day period
following the effective date of the Registration Statement relating to such
offering.

<TABLE>
<S>                                    <C>
Payment                                by Check Payment of the purchase
                                       price for the Units subscribed for
                                       may be made by check payable to
                                       "The RiceX Company" and submitted
                                       to the address set forth below.
Submission of Documents                This entire booklet should be returned to:

                                       The RiceX Company.
1241 Hawk's Flight Court
El Dorado Hills, CA 95762
Attention: Todd C. Crow
</TABLE>

                                      iii




<PAGE>

                             SUBSCRIPTION AGREEMENT
                                THE RICEX COMPANY

THIS AGREEMENT IS BEING ENTERED INTO IN RELIANCE ON CERTAIN EXEMPTIONS FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), INCLUDING BUT NOT LIMITED TO THOSE SET FORTH IN REGULATION D
PROMULGATED THEREUNDER, AND APPLICABLE STATE SECURITIES LAWS. THE SECURITIES
OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES LAW ADMINISTRATOR, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES LAW ADMINISTRATOR
PASSED ON THE ACCURACY OR ADEQUACY OF THE INFORMATION PROVIDED. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

A PURCHASER OF THE UNITS, EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK
(A "SHARE") OF THE COMPANY AND A WARRANT (A "WARRANT") TO PURCHASE ONE SHARE
OF COMMON STOCK (A "WARRANT SHARE") OF THE COMPANY, OFFERED HEREBY (THE
"UNITS") MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME BECAUSE THE UNITS, THE SHARES, THE WARRANT SHARES
AND THE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND,
THEREFORE, CANNOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED
UNLESS THEY ARE' SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS
AVAILABLE. THE ISSUER IS UNDER NO OBLIGATION TO REGISTER THE UNITS, THE
SHARES, THE WARRANT SHARES OR THE WARRANTS OFFERED HEREBY UNDER THE
SECURITIES ACT, EXCEPT AS EXPRESSLY SET FORTH HEREIN.

THE UNITS OFFERED HEREBY HAVE NOT BEEN QUALIFIED UNDER APPLICABLE STATE
SECURITIES LAWS AND CANNOT BE OFFERED, SOLD, TRANSFERRED OR HYPOTHECATED IN
THE ABSENCE OF QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS UNLESS AN
EXEMPTION FROM QUALIFICATION IS AVAILABLE.

EACH PROSPECTIVE PURCHASER MUST COMPLY WITH ALL APPLICABLE LAWS AND
REGULATIONS IN FORCE IN ANY JURISDICTION IN WHICH IT PURCHASES, OFFERS OR
SELLS THE SECURITIES AND MUST OBTAIN ANY CONSENT, APPROVAL OR PERMISSION
REQUIRED BY IT FOR THE PURCHASE, OFFER OR SALE BY IT OF THE SECURITIES UNDER
THE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION TO WHICH IT IS SUBJECT
OR IN WHICH IT MAKES SUCH PURCHASES, OFFERS OR RESALES, AND THE COMPANY SHALL
NOT HAVE ANY RESPONSIBILITY THEREFOR.

<PAGE>

THIS SUBSCRIPTION AGREEMENT (this "Agreement") is made and entered into as of
the date the subscription evidenced hereby is accepted by and between The
RiceX Company, a Delaware corporation (the "Company"), and the undersigned
(the "Purchaser," who together with such other persons who enter into an
agreement in the form hereof shall be referred collectively herein as the
"Purchasers").

THE PARTIES HEREBY AGREE AS FOLLOWS:

1.        PURCHASE OF UNITS.

1.1       PURCHASE OF UNITS. The Subscriber hereby offers to purchase and
subscribe for the number of Units determined by dividing the Subscription
Amount set forth on the signature page of this Agreement (the "Subscription
Amount") by $.75 (the "Offering Price"). Payment shall be made by delivering
the Subscription Amount in cash, check, money order or cashier's check made
payable to "The RiceX Company" in United States dollars, along with this
Agreement and all other documents referenced herein, to the Company.

2.        CLOSING.

2.1       CLOSING DATE. The Closing shall occur within 5 business days of the
receipt by the Company of a fully executed Subscription Booklet (including
the Subscription Agreement, Investor Status Questionnaire and Registration
Rights Agreement) from the Subscriber and payment for the Units has been
received (the "Closing Date").

2.2       ISSUANCE OF UNITS. Subject to the terms and conditions hereof, on
the Closing Date applicable to the Purchaser, against the Purchaser's payment
to the Company of the Subscription Amount, the Company shall issue to the
Purchaser (i) the number of shares of the Company's Common Stock as
determined by dividing the Subscription Amount by the Offering Price (the
"Shares") and (ii) a warrant to purchase the number of shares of Common Stock
equal to the number of Shares determined under Section 2.2(i) above at an
exercise price for the first year at $ 1.00 per share, for the second year at
$1.25 per share and for the third year at $1.50 per share (the "Warrant"). No
fractional shares will be issued.

2.3       DELIVERY. As soon as practicable after the Closing Date applicable
to the Units acquired by the Purchaser, the Company will deliver to the
Purchaser certificates representing such Shares and the Warrant, which
certificates shall be issued in the Purchaser's name as set forth on the
signature page of this Agreement.

3.        MECHANICS OF INVESTMENT.

3.1       SUBSCRIPTION. The Purchaser shall subscribe for the Units by (i)
indicating on the signature page hereof the amount Purchaser desires to
invest, which amount must be at least $25,000 (unless waived by the Company),
(ii) executing this Agreement and fully completing and executing the Investor
Status Questionnaire attached hereto as EXHIBIT A (the "Questionnaire"),
(iii) executing the Registration Rights Agreement attached hereto as EXHIBIT B

                                       2

<PAGE>

(the "Registration Rights Agreement") and (iv) sending such documents along
with a check in an amount equal to the Subscription Amount payable to "The
RiceX Company" to:

                                The RiceX Company

1241 Hawk's Flight Court
El Dorado Hills, CA 95762
Attention: Todd C. Crow

3.2       COMPANY ACCEPTANCE. The issuance of a certificate representing the
Shares and the Warrant acquired by the Purchaser shall constitute the
Company's acceptance of the Purchaser's investment. No subscriptions will be
accepted that do not include (a) a completed and executed Subscription
Agreement, (b) a completed and executed Questionnaire, (c) a completed and
executed Registration Rights Agreement and (d) payment of the Subscription
Amount by cash, check, money order or cashier's check. The Company reserves
the right, in its sole discretion, to reject any subscription if it believes
the subscriber does not meet the qualifications to invest in the Units or for
any other reason. The Company, in its sole and complete discretion, may
accept a subscription at any time prior to the closing of this Offering.

4.        REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to each Purchaser that:

4.1       ORGANIZATION AND STANDING. The Company is a corporation duly
organized and existing under the laws of the State of Delaware and is in good
standing under such laws. The Company has the requisite corporate power to
own and operate its properties and assets, and to carry on its business as
presently conducted and as proposed to be conducted as provided in the
Confidential Term Sheet, a copy of which has been provided to each Purchaser.

4.2       CORPORATE POWER. The Company will have at the Closing Date all
requisite legal and corporate power and authority to enter into this
Agreement, to sell and issue the Units as provided herein and to carry out
and perform its obligations under the terms of this Agreement.

4.3       SUBSIDIARIES. The Company owns Food Extrusion Montana, Inc., a
Montana corporation, as a wholly owned subsidiary of the Company. The Company
does not own or control, directly or indirectly, any other interest or
investment in any other corporation, association, partnership or other
business entity.

4.4       AUTHORIZATION. All corporate action on the part of the Company, its
officers, directors and shareholders necessary for the authorization,
execution, delivery and performance of this Agreement by the Company and the
authorization, sale, issuance and delivery of the Units pursuant hereto and
the performance of all of the Company's obligations under this Agreement has
been taken or will be taken at or prior to the Closing Date. This Agreement,
when executed and delivered by the Company, shall constitute the valid and
binding obligation of the Company, enforceable in accordance with its terms,
except as enforcement may be limited by applicable bankruptcy laws or other
similar laws affecting creditors' rights generally, and the availability of
equitable remedies may be limited by applicable law. The Shares and the
Warrants comprising the Units, when issued in accordance with the provisions
of this Agreement and the Confidential Term Sheet, will be validly issued,
fully paid and non-assessable.

                                        3
<PAGE>

4.5       USE OF PROCEEDS. The Company shall use the proceeds from the sale
of the Units for the purposes described in the Confidential Term Sheet.

4.6       OFFERING. Subject to the accuracy of the Purchasers'
representations in Section 5 hereof, the offer, sale and issuance of the
Units constitute transactions exempt from the registration requirements of
the Securities Act.

4.7       BROKERS OR FINDERS; OTHER OFFERS. Except as described on the
Confidential Term Sheet, the Company has not incurred, and will not incur,
directly or indirectly, as a result of any action taken by the Company, any
liability for brokerage or finders' fees or agents' commissions or any
similar charges in connection with this Agreement.

5.        REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. Each Purchaser
hereby represents and warrants to the Company as follows:

5.1       AUTHORITY. If the Purchaser is not a natural person, the Purchaser
is a corporation, partnership, limited liability company, trust or other
organization (as indicated by its signature to this Agreement) and is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization. The Purchaser has now, and will have at the
applicable Closing Date, all requisite legal and (if applicable) corporate,
partnership or other power to enter into this Agreement, to purchase the
Units hereunder and to perform its obligations under the terms of this
Agreement.

5.2       AUTHORIZATION. ALL corporate, partnership or other action on the
part of the Purchaser necessary for the purchase of the Units and the
performance of Purchaser's obligations hereunder has been taken or will be
taken prior to the applicable Closing Date. This Agreement, when executed and
delivered by the Purchaser, will constitute a valid and legally binding
obligation of the Purchaser, enforceable in accordance with its terms, except
as enforcement may be limited by (i) applicable bankruptcy laws or other
similar laws affecting creditors' rights generally, and (ii) the availability
of equitable remedies.

5.3       INVESTMENT REPRESENTATIONS. This Agreement is made with the
Purchaser in reliance on the following specific representations to the
Company that:

(a)       The Units purchased hereunder will be acquired for the Purchaser's
own account, not as a nominee or agent, and not with a view to the
distribution of any part thereof, and the Purchaser has no present intention
of selling, granting participation in, or otherwise distributing the same. If
the Purchaser is not a natural person, the Purchaser has not been organized
for the purpose of investing in securities of the Company, although such
investment is consistent with its purposes.

(b)       The Purchaser understands that the purchase of the Units represents
a speculative investment, and the Purchaser is able, without impairing his,
her or its financial condition, to hold the Units for an indefinite period of
time and to suffer a complete loss of the Purchaser's investment. The
Purchaser is aware of and has investigated the Company's business, management
and financial condition, has had the opportunity to inspect the Company's
facilities and has had access to such other information about the Company as
such Purchaser has

<PAGE>

deemed necessary or desirable to reach an informed and knowledgeable decision
to acquire the Units.

(c)       The Purchaser understands that the Units will not be registered
under the Securities Act by reason of, among other things, reliance upon
certain exemptions therefrom, and that the reliance of the Company on such
exemptions is predicated upon, among other things, the bona fide nature of
such Purchaser's investment intent as expressed herein.

(d)       Purchaser is experienced in evaluating and investing in securities
of companies in the development stage and has made investments in securities
other than those of the Company. Purchaser acknowledges that by reason of his
or its business or financial experience, he, she or it has the ability to
bear the economic risk of his, her or its investment pursuant to this
Agreement.

5.4       RULE 144. The Purchaser understands that the Units, the Shares and
the Warrant may be restricted securities within the meaning of Rule 144
promulgated under the Securities Act; that such securities are not registered
under the Securities Act, that the Purchaser may be required to hold such
securities indefinitely unless they are subsequently registered or an
exemption from such registration is available; that, in any event, if such
securities are restricted securities, the exemption from registration under
Rule 144 would not be available for at least one year, and even then, if the
Purchaser is an affiliate of the Company or has held the Units, the Shares
and the Warrant for less than two years, such exemption will not be available
unless: (i) a public trading market then exists for the Units, the Shares and
the Warrant; (ii) adequate information concerning the Company is then
available to the public; and (iii) other terms and conditions of Rule 144 are
complied with, including, among other things, the sale being made through a
broker in an unsolicited "broker's transaction" or in transactions directly
with a "market maker" and the number of such shares sold in any three-month
period not exceeding specified limitations.

5.5       ACCESS TO DATA. The Purchaser has had an opportunity to discuss the
Company's business, management and financial affairs with its management. It
has also had an opportunity to ask questions of officers of the Company,
which questions were answered to its satisfaction. The Purchaser understands
that such discussions, as well as any written information issued by the
Company, were intended to describe certain aspects of the Company's business
and prospects but were not a thorough or exhaustive description.

5.6       BROKERS OR FINDERS. The Company has not, and will not, incur,
directly or indirectly, as a result of any action taken by the Purchaser, any
liability for brokerage or finders' fees or agents' commissions or any
similar charges in connection with this Agreement.

5.7       TAX LIABILITY. The Purchaser has reviewed with its own tax advisors
the federal, state, local and foreign tax consequences of this investment and
the transactions contemplated by this Agreement. The Purchaser has relied
solely on such advisors and not on any statements or representations of the
Company or any of its agents. The Purchaser understands that it (and not the
Company) shall be responsible for its own tax liability that may arise as a
result of this investment or the transactions contemplated by this Agreement.

                                        5
<PAGE>

5.8       ACCREDITED INVESTOR. The Purchaser is an accredited investor as
defined in Rule 501 of Regulation D and, by reason of Purchaser's business or
financial experience or the business or financial experience of the
Purchaser's professional advisors, has the capacity to protect its own
interest in connection with this Offering.

6.        CONDITIONS TO CLOSING.

6.1       CONDITIONS TO PURCHASERS' OBLIGATIONS. The obligation of each
Purchaser to purchase the Units on the applicable Closing Date is subject to
the fulfillment on or prior to such Closing Date of the following conditions:

(a)       REPRESENTATIONS AND WARRANTIES CORRECT; PERFORMANCE OF OBLIGATIONS.
The representations and warranties made by the Company in Section 4 hereof
shall be true and correct on the applicable Closing Date and all covenants,
agreements and conditions contained in this Agreement to be performed by the
Company on or prior to the Closing Date shall have been performed or complied
with.

(b)       QUALIFICATIONS. All authorizations, approvals or permits of any
governmental authority that are required in connection with the lawful
issuance and sale of the Units under this Agreement shall have been duly
obtained and effective, or will be obtained or made in a timely manner so as
to comply with the requirements of such governmental authority,

6.2       CONDITIONS TO OBLIGATIONS OF THE COMPANY. The Company's obligation
to sell and issue the Units on the applicable Closing Date is subject to the
fulfillment on or prior to such Closing Date of the following conditions:

(a)       REPRESENTATIONS AND WARRANTIES CORRECT; PERFORMANCE OF OBLIGATIONS.
The representations and warranties of Purchaser in Section 5 hereof shall be
true and correct as of the applicable Closing Date and the Purchaser shall
have performed all obligations and conditions herein required to be performed
by it on or prior to the applicable Closing Date.

(b)       QUALIFICATIONS. All other authorizations, approvals or permits of
any other governmental authority that are required in connection with the
lawful issuance and sale of the Units under this Agreement shall have been
duly obtained and effective, or will be obtained or made in a timely manner
so as to comply with the requirements of such governmental authority.

(c)       PAYMENT OF THE SUBSCRIPTION AMOUNT. Each Purchaser shall have
tendered payment of the Subscription Amount in accordance with Section 3.1
hereof.

(d)       REGISTRATION RIGHTS AGREEMENT. The Purchaser shall have executed
and delivered to the Company the Registration Rights Agreement.

                                       6
<PAGE>

7.        LEGENDS.

7.1       SECURITIES ACT LEGEND. Each certificate representing the Shares
and the Warrant shall be stamped or otherwise imprinted with a legend in
substantially the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR QUALIFIED UNDER
APPLICABLE STATE SECURITIES LAWS (THE "LAWS") AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT COVERING THE SECURITIES UNDER THE SECURITIES ACT AND
THE QUALIFICATION OF THE SECURITIES UNDER THE LAWS, UNLESS THE COMPANY AND
ITS COUNSEL ARE SATISFIED THAT SUCH REGISTRATION AND QUALIFICATION IS NOT
THEN REQUIRED UNDER THE CIRCUMSTANCES OF SUCH OFFER, SALE, TRANSFER, PLEDGE
OR HYPOTHECATION.

Such legend shall be removed by the Company upon delivery to it of an opinion
of counsel satisfactory to the Company in form and substance satisfactory to
the Company, that a registration statement under the Securities Act and
qualification under applicable state securities laws is at the time in effect
with respect to the legended security or that such security can be freely
transferred without such registration and qualification.

7.2       STATE SECURITIES LAWS LEGENDS. Any certificate representing the
Shares and the Warrant shall also be endorsed with any legend or legends
required by the securities laws of the jurisdictions of the residence of the
Purchaser.

7.3       RESTRICTIONS ON TRANSFER. The Shares and the Warrant may not be
transferred unless and until one of the following events shall have occurred:

(a)       the Company shall have received a statement of the circumstances
surrounding the transfer and, if reasonably requested by the Company, an
opinion of counsel, in form and substance reasonably acceptable to the
Company and its counsel, stating that the transfer is exempt from
registration under the Securities Act as then in effect, and the rules and
regulations promulgated by the SEC thereunder; or

(b)       the Shares and the Warrant are transferred pursuant to an effective
registration statement under the Securities Act.

The restrictions on transfer imposed by this Section 7.3 shall cease and
terminate as to the Shares and the Warrant or any portion thereof when (i)
such Shares and the Warrant shall have been effectively registered under the
Securities Act and sold by the holder thereof in accordance with such
registration, or (ii) the Company is provided with an acceptable opinion of
counsel as described in subparagraph (a) above to the effect that all future
transfers of such Shares and the Warrant by the transferor or the
contemplated transferee would be exempt from registration under the
Securities Act.

                                        7
<PAGE>

8.        RIGHT OF FIRST REFUSAL, TRANSFER RESTRICTION.

8.1       RIGHT OF FIRST REFUSAL. Should the Purchaser wish to transfer any
of the Shares and/or the Warrant owned by him, or any interest in such Shares
or Warrant, the Purchaser shall first deliver a written notice (the "Transfer
Notice") to the Company (the "Right of First Refusal"). The Transfer Notice
must specify: (i) that Purchaser has a bona fide intention to sell or
transfer such Shares and/or the Warrant or an interest therein; (ii) the name
and address of the person or firm to whom the Purchaser intends to transfer
the Shares and/or the Warrant or an interest therein; (iii) the number of
Shares or the Warrant, or interest therein, proposed to be sold or
transferred (the "Designated Securities"); (iv) the price or amount to be
paid for the proposed transfer (including the amount of any debt to be paid,
canceled or forgiven upon foreclosure of a security interest in the
Designated Securities or upon any other transfer to Purchaser's creditors);
and (v) all other material terms and conditions of the proposed transfer.

8.2       DEFINITION OF "TRANSFER". As used herein, the term "transfer" means
any sale, assignment, gift, hypothecation, alienation or other disposition
(including any involuntary transfer of the Shares (or part of them) or the
Warrant (or part of it) to a creditor) to any individual, entity, government,
government agency, political subdivision or unincorporated association.

8.3       ELECTION TO PURCHASE. Within fifteen (15) days after receipt of the
Transfer Notice, the Company may elect to purchase the Designated Securities
to which the Transfer Notice refers at the price specified in the Transfer
Notice. If no price is specified in the Transfer Notice, the purchase price
shall be the fair value of the Designated Securities, as determined in good
faith by the Board of Directors of the Company. Such Right of First Refusal
shall be exercised by delivery to the Purchaser of a written election to
exercise such Right of First Refusal, specifying the number of Designated
Securities to be purchased. In the event the election to purchase does not
cover all of the Designated Securities specified in the Transfer Notice, the
selling shareholder may treat the Right of First Refusal as being rejected in
its entirety or may elect to sell the Designated Securities to the Company.

8.4       CLOSING FOR PURCHASE. In the event the Company elects to acquire
Designated Securities of the Purchaser as specified above, the Company shall
so notify the Purchaser within the period set forth above and settlement
thereof shall be made in cash within forty-five (45) days after receipt of
the Transfer Notice, provided that if the terms of payment set forth in the
Transfer Notice were other than cash against delivery, the Company shall pay
for said Designated Securities on the same terms and conditions set forth in
the Transfer Notice.

8.5       TRANSFER FREE OF RIGHT OF FIRST REFUSAL. If the Designated
Securities referred to in the Transfer Notice are not purchased as aforesaid,
Purchaser, within a period of ninety (90) days from the date of delivery of
the Transfer Notice, may sell any of said Designated Securities to any person
named in the Transfer Notice at the price and on the terms specified in the
Transfer Notice, or at a higher price or on terms more favorable to the
Purchaser, provided that such sale or transfer is consummated within ninety
(90) days following the date of delivery of the Transfer Notice to the
Company as set forth above and, provided further, that such sale is in
accordance with all the terms and conditions hereof. The transferee will hold
all Designated Securities transferred hereunder subject to the provisions of
this Agreement. No transfer of the Designated

                                        8
<PAGE>

Securities shall be made after the end of such ninety (90) day period, nor
shall any change in the terms of the transfer be permitted, without delivery
by the Purchaser to the Company of a new Transfer Notice in compliance with
the requirements of this Section 8.

8.6       GIFTS OF SHARES. Notwithstanding any other term of this Section 8,
Purchaser may make a gift of all or part of the Designated Securities or any
interest therein to any of his parents, spouse or issue, or to a trust for
his or their exclusive benefit. The donee or donees shall hold such
securities subject to all provisions of this Agreement.

8.7       TERMINATION OF RIGHT OF FIRST REFUSAL. The right of first refusal
shall terminate:

(a)       The effective date of a registration statement filed by the Company
under the Securities Act with respect to an underwritten public offering of
Common Stock of the Company; or

(b)       At such time as the Company's Common Stock is listed on a national
securities exchange (as that term is used in the Securities Exchange Act of
1934); or

(c)       If the corporation dissolves, or if more than fifty percent (50%)
of the outstanding shares of the corporation's capital stock entitled to vote
are sold, redeemed or exchanged in any (i) merger, consolidation, or
reorganization involving the corporation and one or more unaffiliated
corporations, (ii) exchange of capital stock of the Company for stock of any
unaffiliated corporation, provided that the security holders of the Company
receive in exchange for the Company's capital stock securities that are
listed on a national securities exchange, or (iii) sale of all or
substantially all of the assets of the Company to an unaffiliated
corporation. For purposes of this subsection, an "unaffiliated corporation"
means any corporation that is not controlled by or under common control with,
directly or indirectly, the Company or any or all of its shareholders.

9.        MISCELLANEOUS.

9.1       GOVERNING LAW. This Agreement shall be governed in all respects by
the laws of the State of California without application of principles of
conflicts of laws.

9.2       SURVIVAL. The representations, warranties, covenants and agreements
made herein shall survive the closing of the transactions contemplated hereby.

9.3       SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto.

9.4       ENTIRE AGREEMENT AMENDMENT.

(a)       This Agreement and the other documents delivered pursuant hereto
constitute the full and entire understanding and agreement between the
parties with regard to the subjects hereof and thereof. Any provision of this
Agreement may be amended and may be waived (either generally or in a
particular instance and either retroactively or prospectively) only

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<PAGE>

with the written consent of the Company and Purchasers holding in excess of
fifty percent (50%) of the total number of Shares issued pursuant to this
Offering.

(b)       Any amendment or waiver effected in accordance with this Section
shall be binding upon each holder of any Shares purchased under this
Agreement at the time outstanding, each future holder of all such securities,
and the Company; provided, however, that no condition to closing may be
waived with respect to any Purchaser who does not consent thereto.

9.5       NOTICES, ETC. All notices and other communications required or
permitted hereunder shall be in writing and shall be (i) delivered personally
or by facsimile, (ii) transmitted by first-class mail, postage prepaid, or
airmail, postage prepaid, in the event of mailing for delivery outside of the
country in which mailed, (iii) transmitted by an overnight courier of
recognized reputation or of recognized international reputation in the event
of an international delivery, or (iv) transmitted by telecopier (with
confirmation by airmail or courier), addressed (a) if to a Purchaser, at such
Purchaser's address as set forth in the Investor Status Questionnaire
attached hereto, or at such other address as such Purchaser shall have
furnished to the Company in writing, or (b) if to any other holder of any
Shares at such address as such holder shall have furnished the Company in
writing, or, until any such holder so furnishes an address to the Company,
then to and at the address of the last holder of such securities who has so
furnished an address to the Company, or (c) if to the Company, at its address
set forth at the signature page of this Agreement, or at such other address
as the Company shall have furnished to each such holder in writing. Except as
otherwise specified herein, all notices and other communications shall be
deemed to have been duly given on (A) the date of receipt if delivered
personally or by facsimile, (B) the date seven (7) days after posting if
transmitted by mail, (C) the date three (3) days after delivery to the
courier if sent by recognized or internationally recognized courier service,
or (D) the date on which written confirmation would be deemed to have been
given as provided above, whether by mail or by courier, as applicable, if
transmitted by telecopier, whichever shall first occur.

9.6       SEPARABILITY OF AGREEMENTS, SEVERABILITY. Unless otherwise
expressly provided herein, the rights of the Purchaser hereunder are several
rights, not rights jointly held with any of the other Purchasers. Any
invalidity, illegality or limitation on the enforceability of any part of
this Agreement, whether arising by reason of the law of the Purchaser's
domicile or otherwise, shall in no way affect or impair the validity,
legality or enforceability of this Agreement with respect to any other
Purchaser or Purchasers. In case any provision of this Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.

9.7       TITLES AND SUBTITLES. The titles of the paragraphs and
subparagraphs of this Agreement are for convenience of reference only and are
not to be considered in construing this Agreement.

9.8       COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.

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<PAGE>

9.9       EXPENSES. The Company shall pay all costs and expenses that it
incurs with respect to the negotiation, execution, delivery and performance
of the Agreements.

9.10      DELAYS OR OMISSIONS. Except as expressly provided herein, no delay
or omission to exercise any right, power or remedy accruing to any holder of
any Shares, upon any breach or default of the Company under this Agreement,
shall impair any such right, power or remedy of such holder nor shall it be
construed to be a waiver of any such breach or default, or an acquiescence
therein, or of or in any similar breach or default thereafter occurring; nor
shall any waiver of any single breach or default be deemed a waiver of any
other breach or default theretofore or thereafter occurring. Any waiver,
permit, consent or approval of any kind or character on the part of any
holder of any breach or default under this Agreement, or any waiver on the
part of any holder of any provisions or conditions of this Agreement, must be
in writing and shall be effective only to the extent specifically set forth
in such writing. All remedies, either under this Agreement or by law or
otherwise afforded to any holder, shall be cumulative and not alternative.

                         [SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties have entered into this Agreement as of the day
and year first written above.

SIGNATURE OF INDIVIDUAL PURCHASERS:

I

Signature                              Signature (if jointly held)

Print Name                             Print Name

Executed at:

Date:

Professional Adviser(s)/Purchaser Representative(s) (if applicable)

Signature

Print Name

Executed at:

Date:

SUBSCRIPTION AMOUNT: $


12

<PAGE>

SIGNATURE OF PURCHASERS WHO ARE CORPORATIONS, TRUSTS, LIMITED LIABILITY
COMPANIES OR PARTNERSHIPS:

Name of entity (please print or type)

I

Signatures) of authorized officer, trustee, manager or general partner(s)

Title(s) of authorized officer, trustee, manager or general partner(s)

Executed at:                                                       Date:
                            City, State

SUBSCRIPTION AMOUNT:$


13

<PAGE>

SIGNATURE OF THE COMPANY:

The foregoing subscription is hereby accepted by:

The RiceX Company
1241 Hawk's Flight Court
El Dorado Hills, CA 95762

By:

Todd C. Crow, Principal Financial Officer and Secretary

Executed at:                                                    Date:
                           City, State

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