<PAGE>

                           REGISTRATION RIGHTS AGREEMENT

          THIS REGISTRATION RIGHTS AGREEMENT is made as of the 15th day of
January 1999, by and among The RiceX Company, a Delaware corporation (the 
"Company"), and CF Corporation, an Idaho corporation (the "Purchasers").

                                  R E C I T A L S:

     A.   The Company and the Purchasers have entered into the Amendment No. 1
to the Shareholder's Agreement dated January 15, 1999, which grants the
Purchasers certain rights relating to their purchase of 100,000 shares of common
stock of the Company.  Such Agreements shall collectively be referred to as the
"Prior Agreements".

     B.   The Company wishes to set forth the registration rights and certain
other rights of all Purchasers in this Agreement as the sole agreement of the
Company and the Purchasers with respect thereto.

          NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

          1.   AMENDMENT.  This Agreement and the rights and obligations
included herein may hereafter be amended by the written consent of the Company
and the holders of a majority of the shares entitled to the rights being
amended.

          2.   REGISTRATION RIGHTS.  The Company covenants and agrees as
follows:

          2.1  DEFINITIONS.  As used in this Agreement, the following terms
shall have the following respective meanings:

               (a)  "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended, or any similar federal statute and the rules and regulations of the
Securities and Exchange Commission ("SEC") thereunder, all as the same may be in
effect at that time;

               (b)  The terms "REGISTER", "REGISTERED" and "REGISTRATION" refer
to a registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act and the declaration or
ordering of effectiveness of such registration statement or document;

               (c)  "REGISTRABLE SECURITIES" shall mean (i) the Common Stock
issued to Purchasers pursuant to Sections 1 and 2.3 of the Amendment No. 1 to
Shareholder's Agreement between the Company and Purchasers of even date herewith
and (ii) any Common Stock of the Company issued as (or issuable upon the
conversion


<PAGE>

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 Common Stock, excluding in all cases, however, any
Registrable Securities sold by a person in a transaction in which his rights
under this Section 2 are not assigned;

               (d)  "HOLDER" shall mean any person who holds outstanding
Registrable Securities which have not been sold to the public, but only if such
person is a Purchaser or an assignee or transferee thereof in accordance with
Section 2.12 hereof;

               (e)  "REGISTRATION EXPENSES" shall mean all expenses incurred by
the Company in complying with Section 2.3 hereof, including, without limitation,
all registration, qualification and filing fees, printing expenses, escrow fees,
fees and disbursements of counsel for the Company, blue sky fees and expenses,
and the expense of any special audits incident to  or required by any such
registration (but excluding the compensation of regular employees of the Company
which shall be paid in any event by the Company).

               (f)  "SELLING EXPENSES" shall mean all underwriting discounts,
selling commissions and stock transfer taxes applicable to the securities
registered by the Holders and all fees and disbursements of counsel for any
Holder.

               (g)  "EXCHANGE ACT" shall mean the Securities Exchange Act of
1934, as amended, or any similar federal statute and the rules and regulations
of the SEC thereunder, all as the same may be in effect at that time.

          2.2  [INTENTIONALLY OMITTED]

          2.3  COMPANY REGISTRATION.  If (but without any obligation to do so,
except as provided in Section 2.4(a)) the Company proposes to register
(including for this purpose a registration effected by the Company for
shareholders other than the Holders) any of its stock or other  securities under
the Securities Act in connection with the public offering of such securities
solely for cash (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 Registrable Securities) the Company shall, each such
time, promptly give each Holder written notice of such registration.  Upon the
written request of each Holder given within twenty (20) days after mailing of
such notice by the Company in accordance with Section 3.2, the Company shall,
subject to the provisions of Section 2.7, cause to be registered under the
Securities Act all of the Registrable Securities that each such Holder has
requested to be registered.


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<PAGE>

          2.4  OBLIGATIONS OF THE COMPANY.  Whenever required under this Section
2 to effect the registration of any Registrable Securities, the Company shall,
as expeditiously and as reasonably possible:

               (a)  Prepare and file with the SEC a registration statement with
respect to such Registrable Securities, provided that if all of the Registrable
Securities have not been previously registered, at least one such registration
statement, not involving an underwritten offering, covering the Registrable
Securities as provided in Section 2.3 shall be filed after July 1, 1999 but no
later than July 31, 1999, and use its best efforts to cause such registration
statement to become effective and, upon the request of the Holders of a majority
of the Registrable Securities registered thereunder, keep such registration
statement effective for up to one hundred twenty (120) days.

               (b)  Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement.

               (c)  Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of Registrable
Securities owned by them.

               (d)  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 be reasonably requested by the Holders,
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 states or jurisdiction.

               (e)  In the event of any underwritten public offering, enter into
and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering.  Each Holder
participating in such underwriting shall also enter into and perform its
obligations under such an agreement.

          2.5  FURNISH INFORMATION.  It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Section 2 that
the selling Holders shall furnish to the Company such information regarding
themselves, the Registrable Securities held by them, and the intended method of
disposition of such securities as shall be required to effect the registration
of their Registrable Securities.

          2.6  EXPENSES OF REGISTRATION.  All Registration Expenses incurred in
connection with any registration, filing, qualification or compliance pursuant


                                         3

<PAGE>

to this Section 2 shall be borne by the Company.  Unless otherwise stated, all
Selling Expenses relating to securities registered by the Holders shall be borne
by the holders of such securities pro rata on the basis of the number of shares
so registered.

          2.7  UNDERWRITING REQUIREMENTS.  In connection with any offering
involving an underwriting of shares, the Company shall not be required under
Section 2.3 to include any of the Holders' Registrable Securities in such
underwriting unless they accept 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 opinion of the underwriters or the Company,
jeopardize the success of the offering by the Company or the Company's
shareholders demanding such registration.  If the total amount of Registrable
Securities that all selling Holders of the Company request to be included in
such offering exceeds (when combined with the securities being offered by the
Company or its shareholders demanding such registration) the amount of
securities that the underwriters or the Company reasonably believe compatible
with the success of the offering, then the Company shall be required to include
in the offering only that number of such Registrable Securities which the
underwriters or the Company believe will not  jeopardize the success of the
offering (the securities so included to be apportioned pro rata among the
selling Holders according to the total amount of Registrable Securities owned by
each selling Holder or in such other proportions as shall mutually be agreed to
by such selling Holders).

          2.8  DELAY OF REGISTRATION.  No Holder shall have any right to obtain
or seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Section 2.

          2.9  INDEMNIFICATION.  In the event any Registrable Securities are
included in a registration statement under this Section 2:

               (a)  To the extent permitted by law, the Company will indemnify
and hold harmless each Holder, the officers and directors of each Holder, any
underwriter (as defined in the Securities Act) for such Holder and each person,
if any who controls such Holder or underwriter within the meaning of the
Securities Act or Exchange Act, against any losses, claims, damages, or
liabilities (joint or several) to which they may become subject under the
Securities Act, the Exchange Act or other federal or state law, insofar as such
losses, claims, damages, or liabilities (or actions in respect thereof) arise
out of or are based upon any of the following statements, omissions or
violations (collectively a "Violation"): (i) any untrue statement or alleged
untrue statement of a 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) any violation or alleged
violation by the Company of the Securities Act, the Exchange Act, any state
securities law or any rule or regulation promulgated


                                         4
<PAGE>

under the Securities Act, the Exchange Act or any state securities law; and the
Company will reimburse each such Holder, officer or director, 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 2.9(a) shall not apply to 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 shall the Company be liable in any such case for any such loss, claim,
damage, liability, or action to the extent that it arises out of or is based
upon a Violation which occurs in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration by
any such Holder, underwriter or controlling person.

               (b)  To the extent permitted by law, each selling Holder will
indemnify and hold harmless the Company, each of its directors, each of its
officers who have signed the registration statement, each person, if any, who
controls the Company within the meaning of the Securities Act, any underwriter
(within the meaning of the Securities Act) for the Company or such other
Holders, any person who controls such underwriter, and any other Holder selling
securities in such registration statement or any of its directors or officers 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, controlling person, or underwriter or controlling person, or other such
Holder or director, officer or controlling person may become subject, under the
Securities Act, the Exchange Act or other federal or state law insofar as such
losses, claims damages, or liabilities (or actions in respect thereto) arise out
of or are based upon any Violation, in each case to the extent (and only to the
extent) that such Violation occurs in reliance upon and in conformity with
written information furnished by such Holder expressly for use in connection
with such registration, and each such Holder will reimburse any legal or other
expenses reasonably incurred by the Company or any such director, officer,
controlling person, underwriter or controlling person, other Holder, officer,
director, or controlling person in connection with investigating or defending
any such loss, claim damage, liability, or action, provided, however, that the
indemnity agreement contained in this Section 2.9(b) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Holder, which consent shall
not be unreasonably withheld.

               (c)  Promptly after receipt by an indemnified party under this
Section 2.9 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 2.9, notify the
indemnifying party in writing of the commencement thereof and the indemnifying
party shall have the right to participate in, and, to the extent the
indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties;  provided, however, that an indemnified

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<PAGE>

party shall have the right to retain its own counsel, with the fees and expenses
to be paid by the indemnifying party, if representation of such indemnified
party by the counsel retained by the indemnifying party would be inappropriate
due to actual or potential differing interests between such indemnified party
and any other party represented by such counsel in such proceeding.  The failure
to notify an indemnifying party within a reasonable time of the commencement of
any such action, if prejudicial to its ability to defend such action, shall
relieve such indemnifying party of any liability to the indemnified party under
this Section 2.9, but the omission so to notify the indemnifying party will not
relieve it of any liability that it may have to any indemnified party otherwise
than under this Section 2.9.

          2.10 REPORTS UNDER EXCHANGE ACT.  With a view to making available to
the Holders the benefits of Rule 144 promulgated under the Securities Act and
any other rule or regulation of the SEC that may at any time permit a Holder to
sell securities of the Company to the public without registration, the Company
agrees to:

               (a)  make and keep public information available as those terms
are understood and defined in SEC Rule 144, at all times after the effective
date of the first registration statement filed by the Company for the offering
of its securities to the general public;

               (b)  take such action, including the voluntary registration of
its Common Stock under Section 12 of the Exchange Act, as is necessary to enable
the Holders to utilize Form S-3 for the sale of their Registrable Securities,
such action to be taken as soon as practicable after the end of the fiscal year
in which the first registration statement filed by the Company for the offering
of its securities to the general public is declared effective;

               (c)  use its best efforts to file with the SEC in a timely manner
all reports and other documents required of the Company under the Securities Act
and the Exchange Act; and

               (d)  furnish to any Holder, so long as the Holder owns any
Registrable Securities, forthwith upon request: (i) a written statement by the
Company that it has complied with the reporting requirements of SEC Rule 144 (at
any time after ninety (90) days after the effective date of the first
registration statement filed by the Company), the Securities Act and the
Exchange Act (at any time after it has become subject to such reporting
requirements), or that it qualifies as a registrant whose securities may be
resold pursuant to Form S-3 (at any time after it so qualifies); (ii) a copy of
the most recent annual or quarterly report of the Company and such other reports
and documents so filed by the Company; and (iii) such other  information as may
be reasonably requested in availing any Holder of any rule or regulation of the
SEC which permits the selling of any such securities without registration or
pursuant to such form.


                                         6
<PAGE>

          2.11 [INTENTIONALLY OMITTED].

          2.12 ASSIGNMENT OF REGISTRATION RIGHTS.  The rights to cause the
Company to register Registrable Securities pursuant to this Section 2 may be
assigned by a Holder to (i) a subsidiary or shareholder of Holder or (ii) a
transferee or assignee of at least 10,000 shares of such Registrable Securities,
provided the Company is, within a reasonable time after such transfer, furnished
with written notice of the name and address of such transferee or assignee and
the securities with respect to which such registration rights are being
assigned; and provided, further, that such assignment shall be effective only if
immediately following such transfer the further disposition of such securities
by the transferee or assignee is restricted under the Securities Act.

          2.13 [INTENTIONALLY OMITTED]

          2.14  "MARKET STAND-OFF" AGREEMENT.  Each Holder hereby agrees that it
shall not, to the extent requested by the Company and an underwriter of Common
Stock (or other securities) of the Company sell or otherwise transfer or dispose
of any Registrable Securities, other than as selling shareholder in such
offering, during the one hundred and eighty (180) day period following the
effective date of a registration statement of the Company filed under the
Securities Act.

          In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to the Registrable Securities of each
Holder (and the shares or securities of every other person subject to the
foregoing restriction) until the end of such one hundred and eighty (180) day
period.

          3.   MISCELLANEOUS.

               3.1  This Agreement constitutes the entire agreement between the
Company and the Purchasers with respect to the subject matter hereof.  Any
previous agreement between the Company and the Purchasers 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.

               3.2  Unless otherwise provided, any notice required or permitted
under this Agreement shall be given in writing and shall be deemed effectively
given upon personal delivery to the party to be notified or five (5) days after
deposit with the United States Post Office, by registered or certified mail,
postage prepaid and addressed to the party to be notified as follows: if to the
Company, to the Company's President at the Company's principal executive office,
and if to a Purchaser, at the address indicated for such Purchaser on the
signature block below, or at such other address as such party may designate by
ten (10) days' advance written notice to the other parties.


                                         7
<PAGE>

               3.3  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.

               3.4  This Agreement shall be governed in all respects by the laws
of the State of California applicable to contracts entered into and wholly to be
performed within the State of California by California residents.

          IN WITNESS WHEREOF, the undersigned or each of their respective duly
authorized officers or representatives have set their hands as of the date set
forth above.

"THE COMPANY"                           "PURCHASERS"

The RiceX Company                       CF Corporation

By   /s/ D.L. McPeak                    By   /s/ Ike Lynch
   --------------------                    -------------------------

Title:    COB/CEO                       Title:    President & CEO
      -----------------                       ----------------------

Address:  1241 Hawk's Flight Court      Address:  2400 Airport Road
          El Dorado Hills, CA  95672              Dillon, MT  59725


















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