EXHIBIT
10.38   CONTRACT FOR SERVICES    This contract for services (Agreement) is executed
as of January 1, 2002, by and between The RiceX Company, a Delaware corporation
(the Company) and Dr. Glenn H. Sullivan, an individual (Contractor).  R E C I T A L S  A.            The Company desires to retain the
services of Contractor for the purpose of assisting in the development of
direct sales relationships with international and domestic firms in the
agribusiness sector.  B.            Contractor is willing to provide such
services to the Company on the terms set forth below.  NOW, THEREFORE, in
consideration of the foregoing recitals and the mutual covenants herein
contained, the parties agree as follows:  1.             Consulting Services.  Contractor is engaged to provide expertise,
services and industry relationships that assist the Company in developing
direct sales relationships in the agribusiness sector for stabilized rice bran
products manufactured by the Company, including (a) finalized sales contracts
for calendar year 2002 in the international sector, (b) new direct domestic
relationships that establish the basis for future sales and (c) sharing
international and domestic business development activities, strategies and
knowledge with the Companys executive management committee to allow for the
continuation of Contractors knowledge, contacts and strategies for the benefit
of the Company.  Such services shall be
in addition to fulfillment of Contractors obligations to the Company as set
forth in the Definitive Agreement for Issuance and Sale of Stock and Warrants
dated September 29, 2000 (the Definitive Agreement). 2.             Term. 
The services to be rendered by Contractor during this Agreement, and the
term of this Agreement, shall commence on January 1, 2002 and continue until
December 31, 2002.  The term of this
Agreement may be terminated earlier as provided in paragraph 5 below, and also
may be extended on a month to month basis until such time that a mutually
agreed upon permanent employment agreement is reached between the Company and
Contractor as specified in paragraph 11 of the Definitive Agreement. 3.             Time and Manner of
Performance.  Contractor
shall devote such time as is required to provide his services under this
Agreement.  Contractor shall be
available for telephonic and personal consultation and assistance on a
reasonable basis consistent with the needs of the Company and the necessary
performance standards for the services described in this Agreement.  All services provided hereunder shall be
performed in accordance with good and standard professional practice. 4.             Compensation.  In consideration of his services to be
rendered hereunder, the Company agrees to pay Contractor US$15,000 per month,
plus 10% (Incentive Premium) of the incremental net sales contract amount on
any order generated by the efforts of Contractor that exceeds the 
   Companys list price for such order.  By way of example, in December 2000
Contractor successfully negotiated a 2001 contract with Guatemala on behalf of
the Company. This contract will generate a monthly net sales price of $4.14 per
pound (gross sales $4.70 per pound, $.47 per pound PRODESA sales commission,
and $.09 per pound six months advance payment premium), whereas such contract
would show a net sales price of $4.00 per pound on the Companys price list.
The monthly incentive premium on this order would be $0.014 per pound on 44,000
pounds of purchased product, or approximately $616 per month. Contractor thus
would receive a payment of $15,616 per month over the term of this Guatemala
order. Monthly incentive premium calculations will be based upon shipments made
during the month and payable when collections are received. In addition,
Contractor will be reimbursed for all out of pocket expenses necessarily
incurred for travel, lodging and miscellaneous expenses during the term of this
Agreement.  Any such expenses in excess
of $1,500 must be approved in advance in writing by the Company. 5.             Termination.  The Company may terminate this Agreement
under the following circumstances:  a.             Death or Disability.  Contractors services hereunder shall
terminate upon his death or upon his Disability.  For purposes of this Agreement, Disability shall mean the
absence of Contractor from performance of his duties under this Agreement for a
period in excess of ninety (90) consecutive days due to incapacity of
Contractor from physical or mental illness. At which time the Company would
issue to Contractor an Agreement cancellation notice.  In the event Contractors services hereunder are terminated
because of his death or disability, Contractors designated beneficiary shall
continue to receive the Incentive Premium on contracts negotiated for the
Company by Contractor for the remaining term of this Agreement. b.             Cause.  The Company may terminate Contractors
services under this Agreement for Cause. 
For purposes of this Agreement, Cause shall mean (i) the good
faith judgment of the Companys Board of Directors that Contractor has
committed willful fraud, willful misconduct, gross negligence, a felony, or a
crime involving moral turpitude causing material harm to the standing or
reputation of the Company, or (ii) Contractor fails to execute his duties
and responsibilities hereunder as reasonably requested in writing by the
Company and such failure continues for at least thirty (30) days after written
notice thereof to Contractor, or (iii) Contractor fails to share his
international and domestic business development activities, strategies and
knowledge with the Companys executive management committee and such failure
continues for at least thirty (30) days after written notice thereof to
Contractor, or (iv) Contractor commits a material breach of the Companys
Confidential Information Agreement dated September 29, 2000 and such breach
continues for at least thirty (30) days after written notice thereof to
Contractor.  In the event Contractors
services hereunder are terminated for Cause, no further sums shall be due
Contractor after the date of termination. 6.             Proprietary
Information.  Contractor acknowledges
that the Company operates in a competitive environment, and that the Company
possesses and will continue to develop and acquire proprietary information of
substantial commercial value.  The value
of that proprietary information depends on it remaining confidential, and by
reason of the Contractors relationship with the Company, he will receive
certain of that proprietary information in the course of performing this
Agreement.  Contractor therefore agrees
to keep all such proprietary information confidential and agrees to continue to
abide by the terms of the Confidential Information Agreement dated September
29, 2000 previously executed by Contractor and the Company.  Contractor also agrees and acknowledges that
the Company shall retain full ownership of all proprietary information,
materials, contracts, sales, future sales and strategic relationships developed
by Contractor for the Company during the term of this Agreement.  2 
   7.             Representations and
Warranties of Contractor. 
Contractor represents and warrants to the Company that his entry into
and performance of this Agreement will not conflict with any other agreement or
document to which he is a party and that his services performed hereunder on
behalf of the Company will not violate the rights of any other persons. 8.             Miscellaneous. a.             Independent
Contractor.  Contractor
agrees that in performing this Agreement, he is acting as an independent
contractor and not as an employee or agent of the Company.  As an independent contractor, Contractor
shall not be eligible for any benefits which Company may provide to its
employees, including but not limited to insurance benefits or contributions to
qualified retirement programs.  All
persons, if any, hired by Contractor to perform this Agreement shall be
employees of Contractor and shall not be construed as employees or agents of
the Company in any respect.  Contractor
shall be responsible for all taxes, insurance and other costs and payments
legally required to be withheld or provided in connection with the Contractors
performance of this Agreement, including, without limitation, all withholding
taxes, workers compensation insurance, and similar costs. b.             Time is of the
Essence.  Time is of the
essence in the performance of the parties respective obligations herein
contained. c.             Further Assurance.  Each party agrees that upon the request of
the other it will, from time to time, execute and deliver to such other party
all such instruments and documents of further assurance or otherwise, and will
do any and all such acts and things, as reasonably may be required to carry out
the obligations of such party hereunder and consummate the transactions
contemplated hereby.  The parties
further agree not to circumvent each other in any manner relating to the
services and proprietary information described in this Agreement. d.             Headings.  The headings of this Agreement are included
for purposes of reference and convenience only and shall not limit or otherwise
affect the construction or interpretation of any of the provisions of this
Agreement. e.             Entire Agreement;
Modification.  This
Agreement, including all exhibits and agreements referred to herein,
constitutes the entire agreement between the parties hereto pertaining to the
subject matter hereof and supersedes all prior and contemporaneous agreements
and understandings of the parties in connection herewith, including the
previous Contract for Services, as amended, which expired by its terms on
December 31, 2001.  No supplement,
modification or amendment of this Agreement shall be effective unless executed
in writing by the parties hereto. f.              Notice.  Whenever the service or the giving of any
document or consent by or on behalf of any party hereto upon any other party is
herein provided for, or becomes necessary or convenient under the provisions of
this Agreement or any document related hereto, a valid and efficient service of
such document shall be effected by delivering the same in writing to such party
in person, by Federal Express or other reputable courier, by facsimile, or by
sending the same by registered or certified mail, return receipt requested, and
shall be deemed received upon personal delivery if delivered personally, by
Federal Express or other reputable courier or by facsimile, or four (4)
business days after deposit in the mail in the United States, postage prepaid,
addressed to the person to receive such notice or communication at the
following address: Company:              The RiceX Company 1241 Hawks Flight Court El Dorado Hills, CA  95762   3 
   Telephone:  (916) 933-3000 Facsimile:   (916) 933-3232  Contractor:            Dr. Glenn H. Sullivan 484 East Carmel Drive, #357 Carmel, Indiana 46032 Telephone:  (317) 815-3711 Facsimile:   (317) 815-3711  Notice of change
of address shall be given by written notice in the manner detailed in this
paragraph 8.f. g.             Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which,
together, shall constitute one and the same instrument. h.             Law Governing.  This Agreement shall be construed in
accordance with, and shall be governed by, the laws of the State of California. i.              Successors and
Assigns.  Contractor may not
assign any of his rights, duties or obligations hereunder without the prior
written consent of the Company, which consent may be withheld in the Companys
sole and absolute discretion.  Subject
to the foregoing, this Agreement shall be binding upon and enforceable by, and
shall inure to the benefit of, the parties hereto and their respective
successors and assigns. j.              Severability.  In the event any portion of this Agreement
shall be declared by any court of competent jurisdiction to be invalid, illegal
or unenforceable, such portion shall be deemed severed from this Agreement, and
the remaining parts hereof shall remain in full force and effect, as fully as
though such invalid, illegal or unenforceable portion had never been a part of
this Agreement. k.             Gender and Number.  As used in this Agreement, the masculine,
the feminine and the neuter gender, and the singular or plural number, shall be
deemed to include the others wherever the context so indicates or requires. l.              Arbitration.  Except with respect to equitable remedies
which may be difficult for an arbitrator to enforce, any controversy or claim
arising out of or relating to this Agreement, or breach of this Agreement,
shall be settled by binding arbitration conducted in Sacramento, California by an
arbitration service mutually agreeable to the parties, in accordance with the
commercial arbitration rules of the American Arbitration Association, and
judgment on the award rendered by the arbitrators may be entered in any court
having jurisdiction.  Nothing contained
herein is intended or shall be construed so as to limit the equitable remedies
which a party may seek through judicial proceedings. m.            Attorneys Fees.  In the event of the bringing of any action
by either party hereto against the other arising out of this Agreement, the
party who is determined to be the prevailing party shall be entitled to recover
from the other party all costs and expenses of suit, including reasonable
attorneys fees.   4 
   IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first above written.  THE RICEX COMPANYa Delaware corporation(the Company)By:
  /s/ Daniel L. McPeak, Sr.Daniel L. McPeak, Sr.Chief Executive Officer/s/ Glenn H. SullivanDr. Glenn H. Sullivan (Contractor)   5