EXHIBIT
10.36  LICENSE AGREEMENT  This Agreement is
made as of the     day of January 2002,
between The RiceX Company, a Delaware corporation located at 1241 Hawks Flight
Court, El Dorado Hills, California 95762 (hereinafter called Licensor), and
NutraStar Technologies Incorporated, a Nevada corporation located at 1261
Hawks Flight Court, El Dorado Hills, California 95762 (hereinafter called
Licensee).  RECITALS  A.            Licensor and Licensee are parties to
an exclusive distribution agreement (the Distribution Agreement) dated as of
December 12, 2001 and agree that this license agreement (the License
Agreement) is entered into pursuant to the Distribution Agreement and that the
terms of the Distribution Agreement are hereby incorporated by reference into
this License Agreement.  B.            Licensor is the owner of the
trademarks as defined below and has the exclusive right to license such
trademarks.  C.            Licensor is the owner of the patents
as defined below and has the exclusive right to license such patents.  D.            Both parties desire that Licensor
grant and Licensee acquire a license in, to and under Licensors right, title
and interest in and to such trademarks and patents upon the following terms and
conditions, which terms and conditions shall govern the use by Licensee of such
trademarks and patents.  NOW, THEREFORE, in
consideration of the foregoing and of the mutual covenants and undertakings
stated in the Distribution Agreement and hereinafter set forth, and the payment
to Licensor of the royalties, fees, or other payments set forth in the
Distribution Agreement and other good and valuable consideration the
sufficiency of which the parties acknowledge, it is agreed between the parties
as follows:  1.             Definitions.Capitalized
terms shall have the meaning set forth below.  1.1           Combined Products.  The term Combined Products shall mean any
material, composition, ingredient, or product that is the result of Licensee
adding to, combining, changing, modifying or otherwise utilizing any of the
Products (with the exception of the sale, offer for sale, marketing, or
distribution of the Products by themselves) with Licensees own materials,
compositions, ingredients, or other products.  1.2           Confidential
Information.  The term
Confidential Information shall mean any and all proprietary or confidential
information of Licensor or Licensee which may be exchanged between the parties
at any time and from time to time during the term of this   1 
   License Agreement or the Distribution
Agreement and which the parties have either marked as Confidential or
conveyed under the express understanding that such information is
confidential.  Information shall not be
considered confidential to the extent that it:  a.             Is publicly
disclosed through no fault of any party hereto, either before or after it
becomes known to the receiving party; or  b.             Was known to the
receiving party prior to the Effective Date set forth in the Distribution
Agreement, which knowledge was acquired independently and not from the
disclosing party (or such partys employees), to the extent that the receiving
party can show documentary evidence of such knowledge; or  c.             Is subsequently
disclosed to the receiving party in good faith by a third party who has a right
to make such disclosure; or  d.             Has been published
by a third party as a matter of right.  1.3           Field.  The term Field shall mean the
nutraceutical and human market.  1.4           Intellectual Property.  The term Intellectual Property shall mean
the Trademarks, Patents, Patent Rights, and Inventions collectively.  1.5           InventionsThe
term Inventions shall mean all proprietary technical information, software,
trade secrets, developments, discoveries, know-how, methods, techniques,
formulae, processes and other proprietary ideas, whether or not patentable or
copyrightable, that are conceived of, discovered, developed or reduced to
practice, in whole or in part, by or for Licensor related to the Products or
Combined Products.  1.6           Patents. 
The term Patents shall mean the patents identified in Exhibit A
attached hereto and as set forth in Section 4(d) of the Distribution Agreement.  1.7           Patent Rights.  The term Patent Rights shall mean all of Licensors rights,
title and interest arising out of or resulting from (i) any and all U.S. and
foreign patent applications and patents covering the Inventions, (ii) the
patents and patent applications listed on Exhibit A attached hereto, (iii) all
claims of continuations-in-part directed solely to subject matter specifically
described in the Inventions, and (iv) divisionals, continuations, reissues,
reexaminations, renewals and extensions of any patent or application set forth
in (i)-(iii) above, so long as said patents have not been held invalid and/or
unenforceable by a court of competent jurisdiction from which there is no
appeal or, if appealable, from which no appeal has been taken.  Exhibit A shall be amended promptly by
mutual agreement of the parties as any additional Patent Rights arise.  1.8           Products. 
For purposes of this License Agreement, the term Products shall
collectively mean rice soluble and rice bran fiber concentrate, the Products
pursuant to the Distribution Agreement, and all forms of the stabilized rice
bran referred to in    2 
   Section 2(a) and Exhibit A-1 of the Distribution Agreement.  1.9           Term. 
The Term of this License Agreement and the licenses granted hereunder
shall be for the same period as the term of the Distribution Agreement.  1.10         Territory.  As set forth in Section 6 of the Distribution Agreement, the term
Territory shall mean the United States of America and all of its territories
and any additional countries or regions of countries that the parties mutually
agree upon in writing.  1.11         Trademarks.  As set forth in Section 4(c) of the Distribution Agreement, the
term Trademarks shall mean the MIRACHOL®, MAXE®, and  RICEX® trademarks collectively.  2.             Trademark License Grant.  Licensor hereby grants and agrees to grant
to Licensee, (i) the exclusive license, including the right to sublicense
pursuant to the terms of Section 4.2 hereof, in the Territory to use the
trademarks MIRACHOL® and MAXE® in the Territory and (ii) the non-exclusive
license to use the RICEX® trademark in the Field during the Term.  Licensee agrees that the Trademarks shall be
used and displayed only in such form and manner as shall be specifically
approved by Licensor.  3.             Patent License Grant.  Licensor hereby grants and agrees to grant
to Licensee the exclusive license, including the right to sublicense pursuant
to the terms of Section 4.3 hereof, in the Territory and in the Field, in, to
and under all of Licensors right, title and interest to and under the Patents
and Patent Rights, to import, to use, to offer for sale, and to sell, modify,
have modified, market, and distribute directly or indirectly and through
multiple channels of distribution, the Products and Combined Products and to
have those rights exercised on its behalf, during the Term and subject to the
provisions of this License Agreement.  4.             License Terms and Conditions.  4.1           Display of the Trademarks.  Licensee is hereby required to imprint the
RICEX trademark brand on all Products or Combined Products sold by Licensee
pursuant to the Distribution Agreement. 
In addition, wherever and whenever possible and applicable, Licensee is
hereby required to affix the MIRACHOL and MAXE trademarks on Products or
Combined Products.  Licensee is hereby
required to imprint the applicable Trademarks to or on packaging, advertising,
promotional, and all other materials sold, used, or distributed in connection
with the Products or Combined Products. 
Licensee hereby agrees to limit its use of the Trademarks to the
Territory and to the Products or Combined Products, packaging, advertising,
promotional, and other materials related thereto, all in accordance with the
foregoing and according to quality standards approved by Licensor as set forth
in Section 4.7 hereof.  4.2           Sublicense of Trademarks.  Licensees rights and obligations with
respect to the Trademarks under this Agreement may not be sublicensed by
Licensee without the    3 
   prior written consent of Licensor, which consent shall not be unreasonably
withheld.  Upon prior written consent of
Licensor, Licensee may grant a sublicense only for the performance of any acts
to be performed by Licensee that are contemplated under this Agreement.  Any such sublicense shall be subject to
comparable applicable restrictions, exceptions, quality control, termination,
confidentiality, and other provisions contained in this License Agreement, and
provided further, that Licensee shall remain secondarily liable to Licensor for
the fulfillment of all of Licensees obligations under this License Agreement.  4.3           Sublicense of Patents.  In the event Licensor is unable to provide
Licensee with the quantity of Products required by Licensee pursuant to the
Distribution Agreement and Licensor cannot cure such deficiency within sixty
(60) days notice of such deficiency from Licensee at any time during this
License Agreement, Licensor hereby grants to Licensee the right to grant a
sublicense in and to the Patents, Patent Rights, and Inventions to make or have
Products made until such time as the deficiency is cured by Licensor.  Any such sublicense shall be subject to
comparable applicable restrictions, exceptions, quality control, termination,
confidentiality, and other provisions contained in this License Agreement, and
provided further, that Licensee shall remain secondarily liable to Licensor for
the fulfillment of all of Licensees obligations under this License Agreement.  4.4           Title. 
All rights in the Intellectual Property other than those specifically
granted herein are reserved to Licensor for its own use and benefit.  Licensee acknowledges that it shall not
acquire any rights of whatsoever nature in the Intellectual Property as a
result of Licensees use thereof, and that all use of the Intellectual Property
by Licensee shall inure to the benefit of Licensor.  Licensor agrees that it shall not, directly or indirectly, during
the term of this License Agreement or thereafter, attack the ownership by
Licensor of the Intellectual Property or the validity thereof or attack the
validity of the license herein granted to it. 
Licensee recognizes that the Products are not sold but, rather licensed,
by Licensor to Licensee and that the price indicated for the Products in the
Distribution Agreement is a license fee and not a purchase price.  All right, title, and interest in and to the
Products and other intellectual property rights related thereto at all times
remain the sole and exclusive property of Licensor.  Any modifications, updates, improvements, or adaptations to the
Intellectual Property, no matter by whom made or paid for, shall remain the
property of Licensor.  Upon Licensors
request, Licensee shall promptly execute any documents deemed necessary or
appropriate by Licensor to confirm said ownership of such modifications,
updates, improvements, or adaptations to the Intellectual Property in
Licensor.  Licensee shall not use or
authorize the use of the Intellectual Property in any manner other than as
specifically permitted under this License Agreement.  4.5           Unauthorized Use.  The license granted herein is granted solely
to Licensee and is not, by implication or otherwise, granted to any partner,
subsidiary, affiliate, or sublicensee (except as otherwise set forth herein) of
Licensee.  Licensee shall not copy,
distribute, reproduce, use, or allow access to the Intellectual Property except
as explicitly permitted under this License Agreement and will not modify,
adapt, prepare    4 
   derivative works from, decompile, reverse engineer, disassemble or
otherwise attempt to use the Intellectual Property in any manner not
specifically authorized hereunder.  4.6           Licensees Diligence.  Licensee hereby acknowledges that Licensee
shall use its best efforts to develop and manufacture the Products and
Combined Products and that Licensee shall use its best efforts to sell, offer
for sale, distribute, import, market, advertise, and otherwise exploit the
Products and Combined Products.  In
addition, Licensee hereby acknowledges that it shall not at any time during the
Term of this License Agreement sell, offer for sale, distribute, import,
market, advertise, or otherwise exploit any material or product that competes,
either directly or indirectly, with any Products or Combined Products hereunder.  At anytime during the Term, in the event
that Licensee fails to perform its obligations under this Section 4.6 in the
sole discretion of Licensor for a period of ninety (90) consecutive days,
Licensor shall have the right to terminate this License Agreement with
immediate effect upon written notice to Licensee.  4.7           Quality Control.  Licensor or its representatives shall have the right, at all
reasonable times, to inspect the Combined Products and any marketing,
advertising, packaging, or other materials related thereto (collectively the
Goods). Licensee agrees to establish quality standards and shall submit such
standards to Licensor for Licensors approval. 
Licensee agrees to: comply with those quality standards approved by
Licensor and maintain a level of quality in the Goods so that such Goods as of
the date of sale or other distribution shall be of good and merchantable
quality and fit for the purpose for which the Goods are sold or otherwise
distributed and will meet all applicable federal, state, local, and
international laws, rules and regulations; to remedy such quality deficiencies
as Licensor or its representatives may find and bring to Licensees attention;
and upon request by Licensor, to provide samples of the Trademarks in use to
assist Licensor in maintaining quality control.  If Licensor reasonable determines that such Goods are not of the
level of quality required by this License Agreement, Licensee shall make such
modifications to the use of the Intellectual Property as reasonably requested
by Licensor.  In the event that Licensee
fails to make such modifications for a period of sixty (60) days, Licensor may
terminate this License Agreement pursuant to Section 9.2 hereof.  4.8           Foreign Registration.  Licensee agrees to register this License
Agreement with any applicable foreign governmental agency that requires such
registration, and Licensee shall pay all costs and legal fees in connection
therewith, and such registration shall not be considered a violation of Section
5 hereof.  In addition, Licensee shall
be responsible for satisfying all foreign laws affecting this License Agreement
and the sale of Products, Combined Products, or other materials associated
therewith which Licensee sells outside of the United States.  5.             Intellectual Property Administration.  5.1           Intellectual Property Prosecution and Maintenance.  Licensor shall have responsibility for and
prepare all application filings, prosecution documents, provide all    5 
   maintenance and Licensee shall pay all fees and expenses, including
legal fees, relating to the Intellectual Property.  Licensee shall provide Licensor with all information in its
possession necessary or useful for the filing and prosecution of such
Intellectual Property and shall cooperate fully with Licensor so that Licensor
may establish and maintain such rights. 
Attorneys chosen by Licensor shall handle all filings and prosecutions
on behalf of Licensor.  In the event
Licensor declines to prepare necessary documents and fees to apply for,
prosecute or maintain any of the Intellectual Property, Licensee shall have the
right to pursue the same at Licensees expense.  Licensor shall give sufficient and timely notice to Licensee of
its decision not to prepare the necessary documents and fees to apply for,
prosecute or maintain any Intellectual Property so as to permit Licensee to
apply for, prosecute and maintain such Intellectual Property.  In such event, Licensor shall provide
Licensee with all information necessary or useful for the filing and
prosecution of such Intellectual Property and shall cooperate fully with
Licensee so that Licensee may establish and maintain such rights.  5.2           Power of Attorney.  In the event that either party is unable to
provide the necessary cooperation required to file, maintain, or prosecute the
Intellectual Property pursuant to Section 5.1 hereof, each party hereby
irrevocably designates and appoints the other party and its officers and agents
as its agent and attorney in fact, to act for and in its behalf and stead to
execute and file any such applications and documents, and to do all other
lawfully permitted acts to further the prosecution and issuance of letters
patent, copyright, or trademark registrations or transfers thereof with the
same legal force and effect as if executed by the other party.  5.3           Intellectual Property Marking.  To the extent required by applicable law,
Licensee shall mark or require its sublicensees or other third parties to mark
all Products or Combined Products or their containers in accordance with the
applicable marking laws affecting the Intellectual Property.  5.4           Foreign Registration.  Licensee agrees to register this License
Agreement with any applicable foreign governmental agency that requires such registration,
and Licensee shall pay all costs and legal fees in connection therewith, and
such registration shall not be considered a violation of Section 5.1.  In addition, Licensee shall be responsible
for satisfying all foreign laws affecting its sale of Products or Combined
Products outside of the United States.  6.             Infringement Actions.  6.1           Prosecution and Defense of Infringements.
Each party shall promptly provide written notice to the other of any suspected
infringement of any claims in the Intellectual Property, or misuse,
misappropriation, theft or breach of confidence of other proprietary rights in
the Intellectual Property by a third party of which it is aware.  Licensor shall have the right, but not the obligation,
to prosecute any and all infringements of any Intellectual Property and to
defend all charges of infringement arising as a result of the exercise of
Licensors rights by Licensee, its sublicensees, or other third parties.  Licensor may enter into settlements,
stipulated judgments or other arrangements    6 
   respecting such infringement, at its own expense, but only with the
prior written consent of Licensee, which consent shall not be unreasonably
withheld.  Licensee shall permit any action
to be brought in its name if required by law, and Licensor shall hold Licensee
harmless from any costs, expenses or liability respecting all such
infringements or charges of infringement. 
Licensee agrees to provide reasonable assistance that Licensor may
require in any litigation arising in accordance with the provisions of this
License Agreement.  In the event
Licensor fails to prosecute any such infringement within a period of ninety
(90) days after receiving notice or otherwise having knowledge of such
infringement, then Licensee shall have the right to prosecute such infringement
on its own behalf.  6.2           Allocation of Recovery. Any damages or
other recovery from an infringement action undertaken by either party pursuant
to Section 6.1:  (i) shall first be used
to reimburse the parties for the costs and expenses incurred in such action,
and shall thereafter be allocated between the parties as follows,  (ii) shall be allocated pro rata to the
parties in an amount equal to the damages and expenses actually incurred by
each,  (iii) then any remainder amount
shall be remitted to the party undertaking the infringement action.  7.             Warranties,
Indemnifications, and Limitations of Liability.  7.1           Authority.  Each party warrants and represents to the
other party that it has the requisite authority, ability, and capabilities to
enter into this License Agreement and to perform all of its obligations
thereunder.  7.2           Licensee Commercialization.  Licensee warrants and represents to Licensor
that Licensee has sufficient capacity to manufacture the Combined Products and
sell, offer for sale, market, advertise, distribute, and import the Products
and Combined Products, and otherwise fulfill its obligations under this License
Agreement with respect to the exploitation and commercialization of the
Products and Combined Products.  7.3           Manufacturing Standard.  Each party represents and warrants that the
products it manufactures shall be manufactured in a workmanlike manner, shall
comply with then current industry standards and will be free from defects in
workmanship.  7.4           Consents and No Pending Matters.  Each party hereby represent and warrants
that (i) it has the full right, power, and authority to enter into and be bound
by all of the terms and conditions of this License Agreement, and to carry out
all of its obligations under this License Agreement, without the approval or
consent of any other person or entity, (ii) the entering into of this License
Agreement, and the carrying out of that partys obligations under this License
Agreement is not prohibited, restricted or otherwise limited by any contract,
agreement or understanding entered into by that party, or by which that party
is bound, with any other person or any governmental authority or entity, (iii)
there is no contract, agreement, understand or judgment entered into by a
party, or by which that party is bound, which if enforced, terminated, or
modified, would be in derogation of, contrary to, or adversely affect any of
the rights    7 
   acquired or to be acquired hereunder by either party, and (iv) there is
no action, suit, proceeding, or investigation pending or currently threatened
against either party which, if adversely determined, would restrict or limit
that partys right to enter into and be bound by this License Agreement.  7.5           Insurance and Indemnifications.  (a) Each of the
parties shall be responsible for its own errors and omissions and shall
indemnify, defend, and hold harmless the other party and the other partys
shareholders, directors, officers, employees, agents, affiliates, successors,
sublicensees, and assigns (collectively, the Indemnitees), against and from
all claims and losses incurred, suffered by, or imposed upon the Indemnitees
and arising out of the indemnifying partys own activities, acts or omissions,
except to the extent due to the negligent acts or omissions, willful
misconduct, recklessness of, or violation of applicable laws by, the
Indemnitees.  In furtherance thereof,
each party shall defend, indemnify, and hold harmless the other and its
shareholders, directors, officers, employees, agents, affiliates, successors,
and assigns (collectively, the Indemnitees), against and from all claims and
losses incurred, suffered by, or imposed upon the Indemnitees to the extent
arising out of any breach of any of the other partys covenants,
representations and warranties under this Agreement.  (b) Licensee shall
obtain and maintain a product liability insurance policy with coverage in an
amount equal to Five Million Dollars ($5,000,000) naming Licensor as an
additional insured.  (c) Licensee
agrees to defend, indemnify, and hold Licensor harmless against any loss,
liability, damage, cost, or expense (including reasonable legal costs and fees)
arising out of any claims or suits, whatever their nature and however arising,
which may be brought or made against Licensor by reason of or arising from (i)
any breach of any term, condition, obligation, representation, or warranty of
this Agreement by Licensee; or (ii) any allegation of product liability or
personal injury arising from or relating to the Combined Products or other
products or materials of Licensee that differ from the Products in the form and
manner provided by Licensor to Licensee or arising from the development,
testing, manufacture, use, sale, offer for sale, importation, exportation,
storage, handling, transportation, distribution or any other disposition of any
Product or Combined Product and other materials related thereto conducted by
Licensee.  In no event may Licensee
enter into any third party settlement agreements which would in any manner
whatsoever affect the right of, or bind, Licensor in any manner to said third
party, without the prior written consent of Licensor.  7.6           Limited Warranty.  Licensor hereby represents and warrants that
it has full right and power to enter into this License Agreement.  LICENSOR MAKES NO OTHER WARRANTIES OTHER
THAT THOSE EXPRESSLY PROVIDED FOR HEREIN. LICENSOR MAKES NO EXPRESS OR IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AS TO
LICENSORS INTELLECTUAL PROPERTY RIGHTS OR ANY PRODUCT.  LICENSOR    8 
   MAKES NO WARRANTY OR REPRESENTATION AS TO THE VALIDITY OR SCOPE OF
LICENSORS INTELLECTUAL PROPERTY RIGHTS, RELATED TECHNOLOGY, OR THAT ANY
PRODUCT WILL BE FREE FROM AN INFRINGEMENT ON PATENTS OR OTHER INTELLECTUAL
PROPERTY RIGHTS OF THIRD PARTIES.  7.7           Merchantability.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR
DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PRODUCTS.  7.8           Limits on Liability.  Licensors liability for damages of any kind
is limited to any amounts paid to Licensor by Licensee under the Distribution
Agreement during the year in which the damages occur.  IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, SPECIAL,
CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO LOST REVENUE
OR PROFITS, IN CONNECTION WITH THIS AGREEMENT OR ITS BREACH, OR ARISING FROM
THE RELATIONSHIP OF THE PARTIES OR THE CONDUCT OF BUSINESS BETWEEN THEM, EVEN
IF EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  8.             Confidentiality.  8.1           Treatment of Confidential Information.  The parties agree that during the Term and
so long as the Confidential Information under this License Agreement remains
confidential after this License Agreement terminates, a party receiving
Confidential Information of the other party will (i) maintain in confidence
such Confidential Information to the same extent such party maintains its own
proprietary industrial information, and in any event not less than reasonable care,
(ii) not disclose such Confidential Information to any third party without
prior written consent of the other party, and (iii) not use such Confidential
Information for any purpose except those permitted by this License Agreement.  For the purposes of this License Agreement,
Confidential Information is deemed to include (but not be limited to) all
unpatented Licensor Inventions, or Licensee technology that have been disclosed
to Licensor or Licensee.  Notwithstanding
the foregoing, it shall not be a violation of this Section 8.1 for a receiving
party to disclose Confidential Information that is required to be disclosed by
order of the US Food and Drug Administration or similar authority or a court of
competent jurisdiction, which order is final and cannot be appealed; provided
that the parties will coordinate their best efforts to obtain confidential
treatment of such information by the agency or court and provided that the
parties will coordinate their best efforts to obtain confidential treatment of
such information by the agency or court, and that the receiving party gives
prior written notice to the disclosing party of the proposed disclosure and
cooperates fully with the disclosing party to minimize the scope of any such
required disclosure, to the extent possible and in accordance with applicable
law.    9 
   8.2           Publicity.  Except as otherwise provided herein or required by law, no party
shall originate any publication, news release or other public announcement,
written or oral, whether in the public press, stockholders reports, or
otherwise, relating to this License Agreement or to any sublicense hereunder,
or to the performance hereunder or any such agreements, without the prior
written approval of the other party, which approval shall not be unreasonably
withheld.  9.             Termination.  9.1           Termination Upon Default.  The failure of a party to perform any
material obligation required of it to be performed hereunder, and the failure
to cure such failure within sixty (60) days after receipt of notice from the
other party specifying in reasonable detail the nature of such material breach
shall constitute an event of default hereunder.  Upon the occurrence of such material default, the non-defaulting
party may deliver to the defaulting party written notice of intent to
terminate, such termination to be effective upon the date set forth in such
notice, subject to the provisions of Section 10.10 hereof.  The termination rights hereunder shall be in
addition to and not in substitution for any other remedies that may be
available to the nondefaulting party. 
Termination pursuant to this Section 9.1 shall not relieve the
defaulting party from liability and damages to the other party for breach of
this License Agreement.  Waiver by
either party of a single default or a succession of defaults shall not deprive
such party of any right to terminate this License Agreement arising by reason
of any subsequent default.  9.2           Termination Upon Bankruptcy or Insolvency.  This License Agreement may be terminated by
Licensor giving written notice of termination to Licensee upon the filing of
bankruptcy or bankruptcy of Licensee or the appointment of a receiver of any of
Licensees assets, or the making by Licensee of any assignment for the benefit
of creditors, or the institution of any proceedings against Licensee under any
bankruptcy law, provided that Licensee has not obtained a dismissal of such
action or any related proceedings within sixty (60) days of the commencement
thereof.  9.3           Rights Upon Expiration.  Neither party shall have any further rights
or obligations upon the expiration of this License Agreement upon its regularly
scheduled expiration date with respect to this License Agreement, other than
set forth otherwise herein.  9.4           Rights Upon Termination.  Upon termination, Licensee shall have no
further right to develop, manufacture, distribute, market, or otherwise
commercialize or exploit any Product or Combined Product, or to otherwise use
any of the Patent Rights, Trademarks, or Inventions not otherwise includable
therein.  Upon termination, Licensee
shall promptly return all Confidential Information, materials, samples,
documents, information, and other materials that embody or disclose the
Trademarks, Patent Rights, or Inventions not otherwise includable therein.  Any termination shall not relieve either
party from any obligations accrued to the date of such termination.    10 
    9.5           Effect
of Expiration or Termination. 
The following provisions shall survive the expiration or termination of
this License Agreement: Sections 4.4, 5, 6, 7, 8, and 10.  10.           General Provisions.  10.1         Contractual Conflict.  In the event a conflict exists between the
terms of the Distribution Agreement and the terms of this License Agreement,
the terms of the Distribution Agreement shall control, except when the conflict
is directly related to the use and restrictions on use with respect to the
Intellectual Property, in that event, the terms of this License Agreement shall
govern.  10.2         Governmental Approval.  Licensee shall obtain all necessary
governmental approvals for the manufacture, use, sale, offer for sale,
distribution, import, marketing, advertising and other exploitation of the
Products and Combined Products.  10.3         Independent Contractors.  The relationship between the parties is that
of independent contractors.  Licensor
and Licensee are not joint venturers, partners, principal and agent, master and
servant, employer or employee, and have no other relationship other than
independent contracting parties. 
Licensor and Licensee shall have no power to bind or obligate each other
in any manner, other than as is expressly set forth in this License Agreement.  10.4         Arbitration.  All disputes, controversies, and claims arising out of or related
to this License Agreement (except disputes, controversies, and claims relating
to or affecting Licensors ownership or the validity of any Intellectual
Property or any registration thereof) shall be settled and determined by
arbitration in Sacramento, California, U.S.A. before a single arbitrator in
accordance with and pursuant to the then existing International Arbitration
Rules of the American Arbitration Association incorporating the rules of
discovery of the State of California. 
The arbitrator may award reasonable attorneys fees and expenses to the
prevailing party of any arbitration. 
The parties specifically waive all rights to any claims for punitive
damages against each other.  10.5         Entire Agreement; Modification.  Any rights and obligations arising under
this License Agreement may not be assigned by Licensee without the prior
written consent of Licensor.  This
License Agreement sets forth the entire agreement and understanding between the
parties as to the subject matter hereof and supercedes all prior or
contemporaneous agreements or understandings as between the parties relating to
their subject matter.  There shall be no
amendments or modifications to this License Agreement, except by a written document,
which is signed by both parties.  10.6         Headings. 
The headings for each article and section in this License Agreement have
been inserted for convenience of reference only and are not intended to limit
or expand on the meaning of the language contained in the particular article or
section.  10.7         Severability.  Should any one or more of the provisions of this License
Agreement be held invalid or unenforceable by a court of competent
jurisdiction, it shall    11 
   be considered severed from this License Agreement and shall not serve
to invalidate the remaining provisions thereof.  10.8         No Waiver.  Any delay in enforcing a partys rights under this License
Agreement or any waiver as to a particular default or other matter shall not
constitute a waiver of such partys rights to the future enforcement of its
rights under this License Agreement, excepting only as to an express written
and signed waiver signed by the party against whom such waiver is being enforced
as to a particular matter for a particular period of time.  10.9         Name. 
Whenever there has been an assignment or a sublicense by Licensee as
permitted by this License Agreement, the reference to Licensee as used in
this License Agreement shall also include and refer to, if appropriate, such
assignee or sublicensee.  10.10       Notices. 
Any notices required by this License Agreement shall be in writing,
shall specifically refer to this License Agreement and shall be sent by
registered or certified airmail, postage prepaid, or by telefax, telex or
cable, charges prepaid, or by overnight courier, postage prepaid and shall be
forwarded to the respective addresses set forth below unless subsequently
changed by written notice to the other party:  For Licensor:  The RiceX Company 1241 Hawks Flight Court El Dorado Hills, California 95762 Attn: Chief Executive Officer Phone No. 916 933-3000 Fax No. 916 933-3232  and a copy to:  Crosby, Heafey,
Roach & May 1901 Avenue of the
Stars, Suite 700 Los Angeles,
California 90067 Attention: Richard
W. Lasater II, Esq. Phone No. 310
734-5200 Fax No.: 310
734-5299   For Licensee:  NutraStar Technologies Incorporated 1261 Hawks Flight Court El Dorado Hills, California 95762 Attn: Chief Executive Officer   12 
   Phone No. 916 933-7000 Fax No. 916 933-7001   Notice shall be deemed delivered upon the earlier of (i) when received,
(ii) three (3) days after deposit into the mail, or (iii) the date notice is
sent via telefax, telex or cable, (iv) the day immediately following delivery
to overnight courier (except Sunday and holidays).  10.11       Compliance with U.S. Laws.  Nothing contained in this License Agreement
shall require or permit Licensor or Licensee to do any act inconsistent with
the requirements of any United States law, regulation or executive order as the
same may be in effect from time to time.  10.12       Force Majeure.  Neither party shall be held responsible for any delay or failure
in performance hereunder caused by strikes, embargoes, unexpected government
requirements, civil or military authorities, acts of God, earthquake, or by the
public enemy or other causes reasonably beyond such partys control and without
such partys fault or negligence.  In
the event that a force majeure event as described in this Section 10.12
subsists and remains unresolved for more than ninety (90) days from the date
such event arose, the party not affected or delayed by the event shall have the
right to terminate this License Agreement upon thirty (30) days written notice
to the affected party.  10.13       Governing Law.  This License Agreement shall be construed and enforced in
accordance with the laws of the State of California without regard to the
conflicts of laws principles thereof.   IN WITNESS WHEREOF, the parties have executed this License Agreement by
their duly authorized representatives as of the date set forth above.   LICENSOR:
  
  LICENSEE:THE RICEX COMPANY
  INCORPORATED
  
  NUTRASTAR TECHNOLOGIES
  INCORPORATED  By:
  /s/ Todd C. Crow
  
  By:
  /s/ Patricia McPeakTitle:
  CFO
  
  Title:
  CEO, PresidentDate:
  2/7/02
  
  Date:
  2/7/02   13 
   SCHEDULE A  Patents:  Patent No. 6,126,943 A Method for
Treating Hypercholesterolmia, Hyperlipidemia, and Atherosclerosis, published October 3, 2000  Patent No.
6,303,586 A Method for Treating Diabetes, Hyperglycemia, and Hypoglycemia, published October
16, 2001  Serial
No. 09/624,474 A Method for Treating Diabetes, Hyperglycemia, and Hypoglycemia, allowed on October 2, 2001  14