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EXHIBIT 4.49

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 Loan
Agreement between Dorchester Group and The RiceX Company (the "Company"). The
Company hereby grants to Dorchester Group, or its 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 the Expiration Date (as defined below) up to the
number of shares (subject to adjustment as set forth herein and rounded to
whole shares) of Warrant Stock (as defined below) at a purchase price per
share equal to the Purchase Price (as defined below) subject to adjustment as
provided herein, upon surrender of this Warrant at the principal office of
the Company together with a duly executed Subscription Form in the form
attached hereto as Exhibit 1 and simultaneous payment of the full Purchase
Price, as adjusted to the extent provided herein, in lawful money of the
United States of America.

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

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

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

         1.3   EXPIRATION DATE. "Expiration Date" means 5:00 p.m. Pacific
Time on April 26, 2001, or, if earlier, the date and time determined under
Section 5.4 of this Warrant.

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

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

         1.6   REGISTERED HOLDER. "Registered Holder" means Dorchester Group
or its permitted registered assigns.

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         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 250,000 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 a Subscription
Form in the form attached as Exhibit 1 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 ten percent (10%) of the initial shares of Warrant
Stock, as adjusted pursuant hereto, if the exercise is for less than all
remaining Warrant Stock then exercisable hereunder. Upon Registered Holder's
partial exercise, Registered Holder must surrender this Warrant, and the
Company shall issue to the Registered Holder a new Warrant of the same tenor
for purchase of the number of remaining shares of Warrant Stock not
purchased. Registered Holder shall be deemed to have exercised this Warrant
immediately prior to the close of business on the date of its surrender for
exercise as provided above, and shall be treated for all purposes as the
holder of record of such shares as of the close of business on such date. As
soon as practicable on or after such date, the Company shall issue and
deliver 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:

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<PAGE>

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

         5.2   ADJUSTMENT FOR OTHER DIVIDENDS AND DISTRIBUTIONS. If the
Company shall make or issue, or shall fix a record date for the determination
of eligible holders entitled to receive, a dividend or other distribution
with respect to the Warrant Stock payable in securities of the Company, then,
and in each such case, the Registered Holder of this Warrant on exercise of
this Warrant at any time after the consummation, effective date or record
date of such event, shall receive, in addition to the shares of Warrant Stock
issuable on such exercise prior to such date, the securities or such other
securities of the Company to which such Registered Holder would have been
entitled upon such date if such Registered Holder had exercised this Warrant
immediately prior thereto (all subject to further adjustment as provided in
this Warrant).

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

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

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

     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

                                       3
<PAGE>

upon such exercise, and (b) will take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully
paid and non-assessable shares of Warrant Stock upon the exercise of this
Warrant.

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

     8. NOTICES OF RECORD DATE. In case:

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

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

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

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

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

                                       4
<PAGE>

under the Securities Act of 1933, as amended (the "Act"), or any state
securities laws. As a condition to the issuance of this Warrant and to its
exercise the Registered Holder hereby represents and warrants to the Company
that:

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

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

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

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

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

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

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

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

                                       5
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     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 the Warrant Stock and any shares of 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 Warrant Stock,
excluding in all cases, any Registrable Securities sold by a person in a
transaction in which his rights under this Section 12 are not assigned.

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

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

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

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

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

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

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

                                       6
<PAGE>

Holder has completed the distribution; provided, that such one hundred twenty
(120) day period shall be extended for such period of time as the Registered
Holder refrains from selling any securities included in such Registration at
the request of an underwriter of common stock or other securities of the
Company;

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

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

               (d) BLUE SKY. Use its best efforts to Register and qualify the
securities covered by such Registration Statement under such other securities
or blue sky laws of such jurisdictions as shall reasonably be appropriate for
the distribution of the securities covered by the Registration Statement;
provided, that the Company shall not be required in connection therewith or
as a condition thereto to qualify to do business or to file a general consent
to service of process in any such jurisdictions. If any jurisdiction in which
the securities shall be qualified shall require that expenses incurred in
connection with the qualification of the securities in the jurisdiction be
borne by the selling shareholders, then expenses shall be payable by the
selling shareholders pro rata, to the extent required by such jurisdiction.

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

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

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

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

                                       7
<PAGE>

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

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

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

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

                                       8
<PAGE>

Company or any such director, officer, legal counsel, controlling person,
agent or underwriter in connection with investigating or defending any such
loss, claim, damage, liability or action;

               (c) NOTICE. Promptly after receipt by an indemnified party
under this Section 12.9 of notice of the commencement of any action
(including any government action), such indemnified party shall, if a claim
in respect thereof is to be made against any indemnifying party under this
Section, notify the indemnifying party in writing of the commencement thereof
and the indemnifying party shall have the right to participate in and,
jointly with any other indemnifying party similarly noticed, to assume the
defense thereof with counsel mutually satisfactory to the parties; provided,
however, if representation jointly would be inappropriate due to potential
differing interests between such parties in such proceeding, either party may
retain counsel of its own. The failure to notify an indemnifying party
promptly of the commencement of any such action, if prejudicial to his 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:

               (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

                                       9
<PAGE>

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.

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

With a copy to:

Crosby, Heafey, Roach & May

                                       10
<PAGE>

700 S. Flower St., Suite 2200
Los Angeles, CA  90017
Attn:  Richard Lasater

If to the Registered Holder:

Dorchester Group
67 Forest Road
Tenafly, NJ  07670
Attn:  Robert Hesse

With a copy to:

-------------------------------
-------------------------------
-------------------------------
-------------------------------
Attn:
     --------------------------


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 April 26, 1999

                                       COMPANY

                                       The RiceX Company, a Delaware corporation

                                       11
<PAGE>

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

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

                                       REGISTERED HOLDER

                                       Dorchester Group

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

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





                                       12
<PAGE>

                                    EXHIBIT 1
                                SUBSCRIPTION FORM

                 (To be executed only upon exercise of Warrant)


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

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

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

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

<PAGE>

                               FORM OF ASSIGNMENT


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

<TABLE>
<CAPTION>
        NAME OF ASSIGNEE             ADDRESS               NO. OF SHARES
<S>                                 <C>                   <C>






</TABLE>



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: