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EXHIBIT 10.42

                              CONSULTING AGREEMENT
                               AMENDMENT NUMBER 1

          (NOTE: This Agreement Supersedes Original Agreement Attached)

This consulting agreement ("Agreement") is executed as of this 20th day of
October, 1999, by and between The RiceX Company, a Delaware corporation
("RiceX"), and JDK & Associates, Inc., a California corporation
("Consultant").

                                    RECITALS

         A.       Consultant is experienced in providing public relations and
                  consulting services to corporations similar to RiceX.

         B.       RiceX desires to retain the services of Consultant on the
                  terms set forth below, and Consultant is willing to provide
                  such services on the terms set forth below.

                  NOW, THEREFORE, the parties agree as follows:

                  1.       TERM. The term of this Agreement shall be for one (1)
                           year commencing on November 1, 1999 and ending on
                           October 31, 2000. Either party shall have the right
                           to terminate this Agreement upon sixty (60) days
                           advance written notice. The term of this Agreement
                           also may be extended by the mutual agreement of the
                           parties.

                  2.       CONSULTING SERVICES. During the term of this
                           Agreement, Consultant shall provide the following
                           consulting services to RiceX:

                           a.       Develop and deliver a clear, concise and
                                    compelling investment story regarding RiceX
                                    in order to attract and enlist long term
                                    relationships for RiceX;

                           b.       Expose the products and possibilities of
                                    RiceX to the financial community and
                                    generally provide a community awareness of
                                    RiceX's activities to stimulate investor
                                    interest;

                           c.       Review and, where necessary, revise all of
                                    RiceX's promotional materials, including,
                                    but not limited to investment summaries,
                                    news releases, article reprints, short
                                    research reports and other direct mail
                                    materials; and

                           d.       Provide such other consulting advice and
                                    services as reasonably requested by RiceX.

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                  3.       COMPENSATION. As compensation for its services
                           rendered to RiceX hereunder, Consultant shall be
                           entitled to receive the following compensation:

                           a.       Concurrent with the execution of this
                                    Agreement, RiceX shall pay Consultant Twenty
                                    Five Thousand Dollars ($25,000) in
                                    reimbursement of its due diligence expenses.

                           b.       RiceX shall pay Consultant the sum of Ten
                                    Thousand Dollars ($10,000) per month for
                                    general public relations purposes. Such
                                    payments shall commence on November 1, 1999
                                    and shall be paid on the first day of each
                                    month thereafter until October 31, 2000.

                           c.       Concurrent with the execution of this
                                    Agreement, Consultant shall receive
                                    1,600,000 shares of RiceX common stock, to
                                    be issued by RiceX consistent with all rules
                                    and regulations of the Securities and
                                    Exchange Commission.

                           d.       Consultant shall receive warrants, to
                                    purchase up to 1,000,000 shares of RiceX's
                                    common stock, exercisable at a strike price
                                    of $0.75 per share, commencing on the
                                    signing date of this certificate.

                           e.       Consultant acknowledges that the shares and
                                    warrants to be received by it hereunder
                                    shall be restricted securities and subject
                                    to the rules and regulations of the
                                    Securities and Exchange Commission,
                                    including but not limited to Rule 144.
                                    Consultant acknowledges that it is familiar
                                    with such rules and regulations.

                           f.       Effective March 1, 2000, RiceX hereby grants
                                    Consultant a demand registration right with
                                    respect to the shares issued under Section
                                    3.c. and the warrants to be issued under
                                    Section 3.d.

                                    Upon receipt of demand registration request
                                    by Consultant, RiceX will use its best
                                    efforts to file the appropriate registration
                                    statement with the SEC upon receipt of all
                                    required legal and accounting data. Failure
                                    to file within ninety (90) days of receipt
                                    of the demand will result in a penalty equal
                                    to 100,000 shares per month for each month
                                    the registration remains unfiled.

                  4.       TIME IS OF THE ESSENCE. Time is of the essence in the
                           performance of the parties' respective obligations
                           herein contained.

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                  5.       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.

                  6.       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.

                  7.       ENTIRE AGREEMENT MODIFICATION. This Agreement,
                           including all exhibits, 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. No supplement,
                           modification or amendment of this Agreement shall be
                           effective unless executed in writing by the parties
                           hereto.

                  8.       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 affected 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:

                           RiceX:       The RiceX Company
                                        1241 Hawk's Flight Court, Suite 103
                                        El Dorado Hills, CA  95762
                                        Attn:  Daniel L. McPeak, Sr.
                                        Telephone:        (916) 933-3000
                                        Facsimile:        (916) 933-3232

                           Consultant:  JDK & Associates, Inc.
                                        19800 MacArther Boulevard, Suite 880
                                        Irvine, CA  92612
                                        Telephone:        (949) 222-2955
                                        Facsimile:        (949) 222-2965

                           Notice of change of address shall be given by written
                           notice in the manner detailed in this paragraph 8.

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                  9.       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.

                  10.      LAW GOVERNING. This Agreement shall be construed in
                           accordance with, and shall be governed by, the laws
                           of the State of California.

                  11.      ATTORNEYS' FEES. In the event of the bringing of any
                           action by any party hereto against any other party
                           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.


                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first set forth above.


                                            THE RICEX COMPANY
                                            A Delaware Corporation
                                            ("RiceX")



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

                                               Its: CHAIRMAN OF THE BOARD/CEO
                                                   ---------------------------



                                            JDK & ASSOCIATES, INC.
                                            A California Corporation



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

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


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