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                                                            EXHIBIT A


THIS NOTE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE SECURITIES LAWS AND,
ACCORDINGLY, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER, OR IN A TRANSACTION EXEMPT FROM REGISTRATION OR
QUALIFICATION UNDER, THE SECURITIES ACT AND IN ACCORDANCE WITH ANY OTHER
APPLICABLE SECURITIES LAWS.


                                  THE RICEX COMPANY
                              $1,850,000 PROMISSORY NOTE


$1,850,000      El Dorado Hills, California          December 31, 1998


     THE RiceX COMPANY, a Delaware corporation (hereinafter called the
"Company," which term includes any directly or indirectly controlled
subsidiaries or successor entities), for value received, hereby promises to pay
to FoodCeuticals, LLC, a Delaware limited liability company, (hereinafter
called "Holder"), or its registered assigns, the principal sum of up to One
Million Eight-Hundred Fifty Thousand Dollars ($1,850,000), together with
interest on the amount of such principal sum, payable in accordance with the
terms set forth below and in the Loan Agreement between the Company and Holder
dated December 31, 1998 (the "Loan Agreement").

     The obligations of the Company are subject to the terms of the Security
Documents (as defined in the Loan Agreement) and the Holder is entitled to the
benefits thereof and the remedies thereunder.

                                     ARTICLE I
                                    DEFINITIONS

     1.1  DEFINITIONS. For all purposes of this Note, except as otherwise
expressly provided or unless the context otherwise requires: (a) the terms
defined in this Article have the meanings assigned to them in this Article and
include the plural as well as the singular; (b) all accounting terms not
otherwise defined herein have the meanings assigned to them in accordance with
generally accepted accounting principles as promulgated from time to time by the
Association of


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Independent Certified Public Accountants; and (c) the words "herein," "hereof"
and "hereunder" and other words of similar import refer to this Note as a whole
and not to any particular Article, Section or other subdivision.  Any term used
herein as a defined term and not otherwise defined herein, shall be defined as
set forth in the Loan Agreement.

          "BOARD OF DIRECTORS" means the board of directors of the Company as
elected from time to time or any duly authorized committee of that board.

          "BUSINESS DAY" means any day on which national banking associations in
the State of California are open for business.

          "DEFAULT" means any event which is, or after notice or passage of time
would be, an Event of Default.

          "EVENT OF DEFAULT" has the meaning specified in Section 3.1.

          "INDEBTEDNESS" of any Person means all indebtedness of such Person,
whether outstanding on the date of this Note or hereafter created, incurred,
assumed or guaranteed, (a) for the principal of and premium, if any, and
interest on all debts of the Person whether outstanding on the date of this Note
or thereafter created (i) for money borrowed by such Person (including
capitalized lease obligations), (ii) for money borrowed by others (including
capitalized lease obligations) and guaranteed, directly or indirectly, by such
Person, or (iii) constituting purchase money indebtedness, or indebtedness
secured by property at the time of the acquisition of such property by such
Person, for the payment of which the Person is directly or contingently liable;
(b) for all accrued obligations of the Person in respect of any contract,
agreement or instrument imposing an obligation upon the Person to pay over
funds; (c) for all trade debt of the Person; and (d) for all deferrals,
renewals, extensions and refundings of, and amendments, modifications and
supplements to, any of the indebtedness referred to in (a), (b) or (c) above.

          "MATURITY DATE", when used with respect to this Note, means a date two
years from the date hereof, December 31, 1998, (or such earlier date upon which
this Note becomes due and payable under Section 3.2).

          "NOTE" means this Promissory Note, as hereafter amended, modified,
substituted or replaced.

          "PERSON" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust, estate,
other entity, unincorporated organization or government or any agency or
political subdivision thereof.


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          "SECURITY DOCUMENTS" means the Security Documents entered into
concurrently and as specified pursuant to the Loan Agreement.

          "SUBSIDIARY" means a corporation or other entity more than 50% of the
outstanding voting stock of which, or more than 50% of the equity interest in
which, is owned, directly or indirectly, by the Company or by one or more other
Subsidiaries of the Company, or by any combination of the Company and one or
more other Subsidiaries.  For purposes of this definition, "voting stock" means
stock which ordinarily has voting power for the election of directors, whether
at all times or only so long as no senior class of stock has such voting power
by reason of any contingency.

                                     ARTICLE II
                                      PAYMENTS

     2.1  PAYMENT OF INTEREST AND ISSUANCE OF WARRANTS.

          (a)  On the date of each advance hereunder, the Company shall instruct
               its transfer agent to issue to Holder 50,847.5 shares of its
               Common Stock, $.001 par value, for each $100,000 advanced.  No
               further interest shall be payable hereunder.

          (b)  On the date of each advance hereunder, the Company shall issue to
               the Holder as and for a charge for placing and procuring the Loan
               as of the date hereof a Warrant to purchase 202,353.5 shares of
               its Common Stock, $.001 par value, for each $100,000 advanced.

          (c)  The payment of interest in shares of Common Stock and the
               issuance of the Warrants under Sections 2.1 (a) and (b) shall be
               immediately refundable to the Company, and Holder, upon the
               Company repaying this Note in full within fourteen (14) days of
               January 15, 1999, agrees to immediately return any such shares or
               Warrants issued thereunder, if Holder fails to initiate the wire
               transfer of $650,000 to the Company (or in accordance with its
               instructions) not later than 11:00 am EST on January 15, 1999
               (such initiation to be confirmed by telephonic confirmation to
               the Company from Ms. Anna Marie Laugh, an employee of  Summit
               Bank, The Abbey Branch, Morristown, New Jersey (973)-682-4890).
               If Holder initiates such wire transfer (confirmed as provided
               above), Holder shall be entitled to keep the Warrants issued
               under Section 2.1(b) representing in the aggregate Warrants to
               purchase 3,743,540


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               shares of Common Stock and prepaid interest in shares of Common
               Stock aggregating 940,679 shares, such securities representing
               the aggregate amounts required to be issued for the $1,850,000
               Loan.

          (d)  Upon receipt by the Company of future advances in excess of the
               $1,850,000 Loan by Holder hereunder and under the Loan Agreement,
               any shares of Common Stock issued as prepaid interest and any
               warrants to purchase Common Stock issued on the terms provided in
               Sections 2.1(a) and (b) above, shall be non-refundable.

     2.2  PAYMENT OF PRINCIPAL.  The principal of this Note shall be due and
payable in full on the Maturity Date.

     2.3  PREPAYMENTS.  The Company may prepay the principal outstanding on this
Note, in whole or in part, at any time without penalty or premium, provided that
Holder shall be entitled to keep the shares of Common Stock and the Warrants
issued under Sections 2.1(a) and (b) above in accordance with Section 2.1(c) and
in no event shall any of such shares or Warrants, or any portion thereof, be
deemed to be a premium, penalty or unearned.  Holder shall not be required to
return any shares of Common Stock or Warrants in the event of prepayment.

     2.4  MANNER OF PAYMENT. Cash payments of principal on this Note will be
made by delivery of checks to Holder at its address as set forth in this Note or
wire transfers pursuant to instructions from Holder. If the date upon which the
payment of principal is required to be made pursuant to this Note occurs other
than on a Business Day, then such said payment date shall be the next Business
Day.


                                    ARTICLE III
                                      REMEDIES

     3.1  EVENTS OF DEFAULT. An "Event of Default" occurs if:

          (a)  the Company defaults in the payment of the principal on this
     Note or any other Note issued pursuant to the Loan Agreement when such
     principal becomes due and payable and such default remains uncured for
     a period of fifteen days; or

          (b)  the Company defaults in the performance of any covenant made
     by the Company, and such default remains uncured for a period of 45
     days, in any of


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     (i) the Agreement; (ii) the Warrant issued by the Company to Holder; (iii)
     the Registration Rights Agreement; or (iv) this Note or any other Note
     issued pursuant to the Loan Agreement (other than a default in the
     performance of a covenant specifically addressed elsewhere in this Section
     3.1); PROVIDED THAT a default in the performance of any covenant in
     Section 4.1 of this Note shall be an Event of Default immediately upon
     occurrence; or

          (c)  any representation or warranty made by the Company in the
     Agreement, the Warrant, the Registration Rights Agreement, or this
     Note or any other Note issued pursuant to the Loan Agreement or in any
     certificate furnished by the Company in connection with the
     consummation of the transaction contemplated thereby or hereby, is
     untrue in any material respect as of the date of making thereof and
     such default remains uncured for a period of 45 days; or

          (d)  the Company or any Subsidiary defaults in the payment when
     due (whether by lapse of time, by declaration, by call for redemption
     or otherwise) of the principal of or interest on any Indebtedness of
     the Company or such Subsidiary (other than the Indebtedness evidenced
     by this Note and trade debt incurred in the ordinary course of
     business) having an aggregate principal amount in excess of $100,000
     or on any Indebtedness of the Company to any of its stockholders, and
     such default remains uncured for a period of 45 days; or

          (e)  a court of competent jurisdiction enters a judgment or
     judgments against the Company or any Subsidiary, or any property or
     assets of the Company or any Subsidiary, for the payment of money
     aggregating $100,000 or more in excess of applicable insurance
     coverage and such default remains uncured for a period of 45 days; or

          (f)  a court of competent jurisdiction enters (i) a decree or
     order for relief in respect of the Company or any Subsidiary in an
     involuntary case or proceeding under any applicable federal or state
     bankruptcy, insolvency, reorganization or other similar law or (ii) a
     decree or order adjudging the Company or any Subsidiary a bankrupt or
     insolvent, or approving as properly filed a petition seeking
     reorganization, arrangement, adjustment or composition of or in
     respect of the Company or any Subsidiary under any applicable federal
     or state law, or appointing a custodian, receiver, liquidator,
     assignee, trustee, sequestrator or other similar official of the
     Company or any Subsidiary or of any substantial part of the property
     of the Company or any Subsidiary or ordering the winding up or
     liquidation of the affairs of the Company or any Subsidiary and any


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     such decree or order of relief or any such other decree or order remains
     unstayed for a period of 90 days from its date of entry; or

          (g)  the Company or any Subsidiary commences a voluntary case or
     proceeding under any applicable federal or state bankruptcy,
     insolvency, reorganization or other similar law or any other case or
     proceeding to be adjudicated a bankrupt or insolvent, or the Company
     or any Subsidiary files a petition, answer or consent seeking
     reorganization or relief under any applicable federal or state law, or
     the Company or any Subsidiary makes an assignment for the benefit of
     creditors, or admits in writing its inability to pay its debts
     generally as they become due;

          (h)  any person or group (within the meaning of Section 13(d) of
     the Securities Exchange Act of 1934) becomes the beneficial owner of
     30% or more of the total voting power of the Company and was not the
     beneficial owner of 30% or more of the total voting power of the
     Company as of the date hereof; provided that the foregoing shall not
     include any person or group who or which acquires the Warrant or
     shares of the Company's Common Stock issuable upon exercise of the
     Warrant; and further provided that such default has not been cured or
     waived within ninety (90) days following such change of beneficial
     ownership; or

          (i)  the Company or any Subsidiary (1) merges or consolidates
     with or into any other Person (unless the Company or any of its
     Subsidiaries is the surviving or acquiring party); (2) dissolves or
     liquidates; or (3) sells all or any substantial portion of its assets
     (unless the purchaser is a Subsidiary of the Company).

     3.2  ACCELERATION OF MATURITY. This Note shall automatically become
immediately due and payable if an Event of Default described in Sections 3.1(f),
3.1(g) or 3.1(i) occurs and, this Note shall, at the option of the Holder in its
sole discretion, become immediately due and payable if any other Event of
Default occurs, and in every such case the Holder of the Note may declare the
principal on the Note to be due and payable immediately.


                                     ARTICLE IV
                                     COVENANTS

     The Company covenants and agrees that, so long as this Note is outstanding:

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     4.1  PAYMENT OF PRINCIPAL AND ACCRUED INTEREST. The Company will duly and
punctually pay or cause to be paid the principal sum of this Note and will
prepay interest thereon  from the date hereof to the Maturity Date in accordance
with the terms hereof and of the Loan Agreement.

     4.2  CORPORATE EXISTENCE. The Company will, and will cause each Subsidiary
to, do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence, rights (charter and statutory) and
franchises; provided, however, that the Company or a Subsidiary shall not be
required to preserve any such right or franchise if it shall reasonably
determine that the preservation thereof is no longer desirable in the conduct of
its business.

     4.3  TAXES; CLAIMS; ETC. The Company will, and will cause each Subsidiary
to, promptly pay and discharge all lawful taxes, assessments, and governmental
charges or levies imposed upon it or upon its income or profits, or upon any of
its properties, real, personal, or mixed, before the same shall become in
default, as well as all lawful claims for labor, materials, and supplies or
otherwise which, if unpaid, might become a lien or charge upon such properties
or any part thereof, and which lien or charge will have a material adverse
effect on the business of the Company; provided, however, that neither the
Company nor any Subsidiary shall be required to pay or cause to be paid any such
tax, assessment, charge, levy, or claim prior to institution of foreclosure
proceedings if the validity thereof shall concurrently be contested in good
faith by appropriate proceedings and if the Company shall have established
reserves deemed by the Company adequate with respect to such tax, assessment,
charge, levy, or claim.

     4.4  MAINTENANCE OF EXISTENCE AND PROPERTIES. The Company will, and will
cause each Subsidiary to, keep its material properties in good repair, working
order, and condition, ordinary wear and tear excepted, so that the business
carried on may be properly conducted at all times in accordance with prudent
business management.

     4.5  SEC REPORTS. The Company will deliver to the Holder within 20 days
after it files them with the SEC, copies of its annual and quarterly reports and
of the information, documents, and other reports (or copies of such portions of
any of the foregoing as the SEC may by rules and regulations prescribe) which
the Company is required or elects to file with the SEC pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934.  The Company will timely comply
with its reporting and filing obligations under the applicable federal
securities laws.

     4.6  NOTICE OF DEFAULTS. The Company will promptly notify the Holder in
writing of the occurrence of (i) any Event of Default under this Note, and (ii)
any event of default (or if any event of default would result upon any payment
with respect to this Note) with respect to any


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Indebtedness as such event of default is defined therein or in the instrument
under which it is outstanding, permitting holders to accelerate the maturity of
such Indebtedness.

     4.7  COMPLIANCE WITH LAWS. The Company will promptly comply with all laws,
ordinances and governmental rules and regulations to which it is subject, the
violation of which would materially and adversely affect the Company.

     4.8  AMENDMENTS TO CHARTER AND BY-LAWS.  The Company will not amend or
modify its Charter or By-Laws without the unanimous consent of the Company's
Board of Directors.

     4.9  ELECTION OF DIRECTORS.  The Company will use its best efforts to cause
the election, at all shareholders' meetings called for the purpose of electing
directors of the Company or in any other action taken to elect such directors,
of two persons designated by the holders of a majority in principal amount of
Notes outstanding under the Loan Agreement as nominees (the "Designated
Directors").  If a vacant directorship arises due to the resignation or
disability of a Designated Director, or if a Designated Director is removed for
any reason, so long as the Note is outstanding, the Company will use its best
efforts to cause the appointment of another person so designated by the Holders
to replace the Designated Director.


                                     ARTICLE V
                                   MISCELLANEOUS

     5.1  CONSENT TO AMENDMENTS. This Note may be amended, and the Company may
take any action herein prohibited, or omit to perform any act herein required to
be performed by it, if and only if the Company shall obtain the written consent
to such amendment, action or omission to act from the holders of a majority of
the aggregate principal amount of this Note.

     5.2  BENEFITS OF NOTE.  Nothing in this Note, express or implied, shall
give to any Person, other than the Company, Holder, and their successors any
benefit or any legal or equitable right, remedy or claim under or in respect of
this Note.

     5.3  SUCCESSORS AND ASSIGNS. All covenants and agreements in this Note
contained by or on behalf of the Company and the Holder shall bind and inure to
the benefit of the respective successors and assigns of the Company and the
Holder.

     5.4  TRANSFER OF NOTE.  This Note is transferable in the same manner and
with the same effect as in the case of a negotiable instrument payable to a
specified person.  Any lender to which Holder grants a security interest in this
Note shall be entitled to exercise all remedies to


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which it is entitled by contract or by law, including (without limitation)
transferring this Note into its own name or into the name of any purchaser at
any sale undertaken in connection with enforcement by such lender of its
remedies.

     5.5  NOTICE; ADDRESS OF PARTIES. Except as otherwise provided, all
communications to the Company or Holder provided for herein or with reference to
this Note shall be deemed to have been sufficiently given or served for all
purposes on the third business day after being sent as certified or registered
mail, postage and charges prepaid, to the following addresses: if to the
Company:  The RICEX Company, 1241 Hawk's Flight Court, El Dorado Hills,
California  95762, Attention, Daniel L. McPeak, Chairman of the Board, or at any
other address designated by the Company in writing to Holder;  if to the Holder:
FoodCeuticals, LLC., The Abbey, 355 Madison Avenue, Morristown, New Jersey
07960, or at any other address designated by Holder to the Company in writing.

     5.6  SEPARABILITY CLAUSE. In case any provision in this Note shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions in such jurisdiction shall not in
any way be affected or impaired thereby; provided, however, such construction
does not destroy the essence of the bargain provided for hereunder.

     5.7  GOVERNING LAW. This Note shall be governed by, and construed in
accordance with, the internal laws of the State of New Jersey (without regard to
principles of choice of law).


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     5.8  USURY. It is the intention of the parties hereto to conform strictly
to the applicable laws of the State of New Jersey and the United States of
America, and judicial or administrative interpretations or determinations
thereof regarding the contracting for, charging and receiving of interest for
the use, forbearance, and detention of money (hereinafter referred to in this
Section 5.8 as "Applicable Law"). The Holder shall have no right to claim, to
charge or to receive any interest in excess of the maximum rate of interest, if
any, permitted to be charged on that portion of the amount representing
principal which is outstanding and unpaid from time to time by Applicable Law.
Determination of the rate of interest for the purpose of determining whether
this Note is usurious under Applicable Law shall be made by amortizing,
prorating, allocating and spreading in equal parts during the period of the
actual time of this Note, all interest or other sums deemed to be interest
(hereinafter referred to in this Section 5.8 as "Interest") at any time
contracted for, charged or received from the Company in connection with this
Note. Any Interest contracted for, charged or received in excess of the maximum
rate allowed by Applicable Law shall be deemed a result of a mathematical error
and a mistake. If this Note is paid in part prior to the end of the full stated
term of this Note and the Interest received for the actual period of existence
of this Note exceeds the maximum rate allowed by Applicable Law, Holder shall
credit the amount of the excess against any amount owing under this Note or, if
this Note has been paid in full, or in the event that it has been accelerated
prior to maturity, Holder shall refund to the Company the amount of such excess,
and shall not be subject to any of the penalties provided by Applicable Law for
contracting for, charging or receiving Interest in excess of the maximum rate
allowed by Applicable Law. Any such excess which is unpaid shall be canceled.


                              The RiceX Company




                         By:  /s/ D.L. McPeak
                              ---------------------------------------
                              Daniel L. McPeak, Chairman of the Board


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