EXHIBIT
10.35  EXCLUSIVE DISTRIBUTION
AGREEMENT   This Exclusive Distribution Agreement (this
Agreement) is executed as of this 12th day of December 2001 between The RiceX
Company, a Delaware Corporation (RiceX) and NutraStar Incorporated, a Nevada
corporation (NutraStar).  This
Agreement will become effective as of the Effective Date (as defined in Section
1 hereof).  R E C I T A L S  A.            RiceX
and NutraStar are parties to an agreement (the Original Agreement) dated as
of November 1, 1999 whereby RiceX granted NutraStar a right of first refusal to
purchase nutritionally dense ingredients produced by RiceX, and an exclusive
arrangement with RiceX for the entire nutraceutical and human market.  The Original Agreement also provided the
terms and conditions for the sale and purchase of RiceX products by NutraStar.
The Original Agreement has two Amendments dated November 1, 2000 and April 30,
2001, respectively.  The purpose of this
Agreement is to replace the Original Agreement.  B.            NutraStar
has entered into that certain Plan and Agreement of Exchange dated November 9,
2001 with Alliance Consumer International, Inc. (Alliance) pursuant to which
NutraStar will become a wholly owned subsidiary of Alliance (the
Merger).   Concurrent with the Merger,
NutraStar will name all of the directors of Alliance who are expected to the
current directors of NutraStar. 
Alliance will receive funding of approximately $1 million in connection
with the Merger which funds are intended to be used for NutraStars operations
(the Funding).  In addition, several
creditors of NutraStar have agreed to cancel indebtedness owed by NutraStar in
exchange for shares of Alliances Series A Preferred Stock (the Preferred
Stock) in excess of $1 million in aggregate indebtedness (the Debt
Exchange).  As a creditor of NutraStar,
RiceX has agreed to cancel certain indebtedness in exchange for 130,000 shares
of the Preferred Stock, as more fully set forth and subject to the terms and
conditions of that certain Subscription Agreement between Alliance and RiceX
(the Subscription Agreement).  The
occurrence of the Merger, the Funding, the Debt Exchange and delivery of the
Subscription Agreement are sometimes collectively referred to as the Reorganization.  C.            RiceX
and NutraStar desire to amend the Original Agreement, as amended  as of the Effective Date. This Agreement
will supersede all previous agreements and amendments as of the Effective Date.   NOW, THEREFORE, in consideration of the foregoing
recitals and for other valuable consideration, the parties hereby amend the
Agreement as follows:  1.             Effective
Date.  The effective date (the
Effective Date) of this Agreement shall be upon the occurrence of the
following events: (a) the Reorganization shall    
   have occurred as set forth in a written notice delivered from an
officer of NutraStar to RiceX no later than five business days from the date of
the Reorganization and (b) RiceX shall have either (i) delivered written notice
to NutraStar that this Agreement has been approved by the Board of Directors,
or (ii) not delivered written notice to NutraStar within five business days of
the date hereof stating that the RiceX Board of Directors did not approve this
Agreement.  2.             Sale
of Products.  (a)           Agreement to Sale and Purchase.  NutraStar agrees to purchase all of its
requirements for the products identified in Exhibit A attached hereto
(Products) and, so long as RiceX can supply their requirements, all of
NutraStars requirements for Stabilized Rice Bran exclusively from RiceX, and
RiceX agrees to sell such Products and Stabilized Rice Bran to NutraStar, on
the terms and subject to the conditions of this Agreement.  The price to be charged to NutraStar for its
purchase of any of RiceXs products, including the Products shall be that price
set forth on Exhibit A-1 or the price negotiated with other RiceX customers
for like quantities and like products, whichever is less (Price).  Notwithstanding the Price paid by NutraStar,
for a period of one year commencing the Effective Date, NutraStar agrees not to
increase the sales price charged to the existing customers of RiceX identified
in Exhibit B (the Protected Customers). The prices for the products on
Exhibit A-1 may be changed by RiceX no more than once every 12 months starting
on the first anniversary of the Effective Date; provided, that none of the new
prices shall be more than any attendant price on RiceXs then currently
published standard pricing.   (b)           Protected Customers.  NutraStar agrees to use its commercial best
efforts to service the Protected Customers with the same level of care as
provided by RiceX to its customers and provide the Protected Customers with
sufficient quantities of Products as ordered by the Protected Customers;
provided, that NutraStars obligations under this Section 2(b) shall terminate
upon the latter of the following to occur: (i) NutraStar purchases more than $3
million in Products during any consecutive 12-month period or (ii) 12 months
from the Effective Date.  (c)           Customer Service for Protected
Customers.  In the event a Protected
Customer delivers a written notice to either NutraStar or RiceX that identifies
an alleged breach of NutraStars obligations under Section 2(b) hereof, the
party receiving the written notice shall provide a copy of the notice to the
other party within two (2) business days of the receipt thereof.  NutraStar shall have five (5) business days
from its receipt of notice to provide RiceX with a written statement (the
Explanation Response) that either (i) acknowledges that the underlying notice
regarding the Protected Customer is legitimate and that NutraStar intends to
remedy the attendant problem by no later than 30 days from the date of
NutraStars receipt of notice (the Remedy Date) or (ii) provides an explanation
of why the Protected Customers complaint is not a violation of Section 2(b)
hereof.  In the event that the Explanation Response is
delivered under Section 2(c)(i) hereof, NutraStar shall provide a follow up
written notice to RiceX by the Remedy Date as to whether the attendant problem
was remedied.  In the event the
attendant problem is not remedied to the reasonable satisfaction of RiceX by
the Remedy Date, the attendant Protected   2 
    Customer shall become a RiceX Serviced Customer (as defined in Section
2(d) hereof) provided that RiceX delivers written notice to NutraStar of such
election within fifteen (15) days after the Remedy Date.  In the event that the Explanation Response is
delivered under Section 2(c)(ii) hereof, RiceX shall have ten (10) business
days to refute such Explanation Response and demand a meeting with the
appropriate officer of NutraStar most knowledgeable about the subject matter of
the Explanation Response.  The parties
shall thereafter attempt to resolve their differences regarding the subject
Explanation Response within five (5) days following the delivery of the
Explanation Response.  After such 5-day
period, if the parties have not resolved their differences and RiceX reasonably
determines that the attendant problem is a violation of Section 2(c)(i) hereof,
RiceX shall provide written notice to NutraStar that the attendant problem is
deemed a violation under Section 2(c)(i) hereof.  Upon receipt of such notice, NutraStar shall have thirty (30)
days to remedy the problem and provide written notice of the same to
RiceX.  In the event the attendant
problem is not remedied to the reasonable satisfaction of RiceX within such
30-day response period, the attendant Protected Customer shall become a RiceX
Serviced Customer provided that RiceX delivers written notice to NutraStar of
such election within fifteen (15) days of the end of the 30-day response
period.  3.             Credit and Delivery Terms.  (a)         Security Deposit.  Upon the Effective Date, NutraStar will pay
RiceX a security deposit of $135,000 (the Security Deposit).  In the event any invoice for any of the
RiceX products remains unpaid when due hereunder, RiceX may pay from the
Security Deposit any unpaid balance. 
Upon any payment from the Security Deposit under this Section 3(a),
RiceX shall provide NutraStar with notice of such payment and a demand for
NutraStar to replenish the Security Deposit with the amount of the
payment.  From the date of such notice
to the date NutraStar replenishes the Security Deposit, RiceX shall not be
obligated to produce or delivery any of the its products to NutraStar and
NutraStar shall be deemed to be in material breach of this Agreement.  (b)         Purchase Order and Trade Credit
Terms.  RiceX will only be obligated
to accept purchase orders for any of RiceXs products (Purchase Orders) when
accompanied by the attendant Prepayment Deposit (as defined herein), subject to
RiceXs ability to request additional security or other assurances pursuant to
the provisions set forth in Section 3(c) hereof.  RiceX will produce the products described on a properly submitted
Purchase Order that complies with this Section 3(a) and upon delivery of the
attendant Products, RiceX will invoice NutraStar for the remaining balance.  All payments due to RiceX hereunder shall be
paid to RiceX in United States dollars not later than thirty (30) days
following the date of the applicable invoice from RiceX.  In the event an invoice remains unpaid
beyond thirty days, all production and delivery shall stop effective the
thirty-first (31) day unless other arrangements have been made with RiceX in
advance.  Past due invoices shall accrue
interest at the rate of eighteen and one half percent (18.5%) per annum.  All Products delivered to NutraStar shall be
FOB RiceXs plant of origin of the Products, and upon delivery to the proper
carrier title and risk of loss and delay shall pass to NutraStar.  RiceX shall assist NutraStar in arranging
any desired insurance (in amounts that NutraStar shall determine) and
transportation to any destinations  3 
   specified in writing from
time to time by NutraStar.  All
insurance premiums and other expenses relating to such transportation and
delivery shall be at NutraStars expense.  The applicable Prepayment Deposit for a Purchase Order shall be
determined as follows: (i) fifty percent (50%) for any Purchase Orders
submitted within the first nine months from the Effective Date or within six
months of the occurrence of any NutraStar Event of Default (as defined in
Section 9(a) hereof), and (ii) twenty five percent (25%) for any Purchase
Orders submitted after any consecutive nine month period in which there were no
occurrences of a NutraStar Event of Default.  The Prepayment Deposit for a Purchase Order will be forever zero
for any Purchase Orders submitted after any consecutive 12-month period in
which there were no occurrences of a NutraStar Event of Default.  (c)           Financial Review and Additional
Security Requests.  Upon RiceXs
request, NutraStar shall provide such financial information and customer
information that RiceX deems is reasonably necessary to assess NutraStars
ability to make payment when due of the underlying invoice of any Purchase
Order otherwise properly submitted to RiceX under Section 3(b) hereof.  Based on RiceXs assessment of the subject
Purchase Order and NutraStars ability to pay when the underlying invoice for
the outstanding amount will be due, RiceX reasonably determines that additional
security is required to protect its interests, RiceX shall provide written
notice to NutraStar requesting additional security, the amount of security
required, and the basis for which RiceX is making such determination.  NutraStar may provide the security in the
form of cash deposit, letter of credit or some other form of security agreeable
to RiceX.  4.Exclusive Rights.  (a)            Exclusive Right to Sell.  Subject to meeting the minimum purchase
requirements set forth in Section 4(b) hereof and RiceXs right to sell to the
RiceX Customers (as defined and set forth on Exhibit C attached hereto),
RiceX hereby grants to NutraStar the exclusive right to purchase Products for
resale in any form in the Territory (as defined in Section 6 hereof).  During the term of this Agreement, so long
as the exclusive rights granted to NutraStar remain in effect, RiceX shall not
sell the Products directly or indirectly to any customer for resale in the
Territory.  RiceX covenants that it
shall refer all inquiries and solicitations for the purchase of the Products to
NutraStar.  (b)           Minimum Purchase Requirements.  The exclusive rights granted to NutraStar
under Section 4 hereof (but no other rights granted under this Agreement) shall
terminate in the event that NutraStar fails to deliver properly submitted and
accepted Purchase Orders for Products of at least $250,000 for the period
commencing the Effective Date and ending three months from the Effective Date,
$500,000 for the period commencing in the fourth month after and ending six
months from the Effective Date, $750,000 for the period commencing in the
seventh month after and ending nine months from the Effective Date, and
$1,250,000 for the period commencing in the tenth month after and ending on the
first anniversary of the Effective Date. 
Thereafter, the exclusive rights granted to NutraStar under Section 4(a)
hereof shall be subject to minimum purchases of RiceXs Products of $1,500,000
for the period commencing the 13th month and ending the 18th
month after the Effective Date, $2,250,000 for  4 
    the period
commencing the 19th month and ending the 24th month after
the Effective Date $6,000,000 for the period between the second and third
anniversaries of the Effective Date, and increasing thereafter at the rate of
ten percent (10%) per annum for each one year period for the remaining term of
this Agreement.  All purchases in excess
of the required minimum per year shall be carried over to the following
year.  In the event RiceX is unable to
manufacture a sufficient amount of RiceXs Products for NutraStar to purchase
in order for NutraStar to achieve the minimum purchase requirements for any
given period under this Section 4(b), the exclusive rights granted to NutraStar
under Section 4(a) hereof shall not terminate with respect to NutraStars
failure to purchase a sufficient quantity of RiceXs Products for such period.  (c)            License for Trademarks.  Subject to a definitive license agreement
which the parties shall execute subsequent to the date hereof (the License
Agreement), (i) RiceX will grant to NutraStar the exclusive licenses to use
and sublicense the trademarks MiraChol® and MaxE® in the Territory and the
non-exclusive right to use the RiceX trademark (collectively, the Trademarks)
during the term of this Agreement, (ii) NutraStar shall be required to imprint
the RiceX trademark brand on all products incorporating the Products sold by
NutraStar during the term of this Agreement, (iii) RiceX shall represent and warrant
that it is the holder of the Trademarks, and that the sale and use of the
Products or the Trademarks will not infringe any persons rights and (iv) RiceX
shall indemnify and defend NutraStar against any and all infringement claims,
demands, actions, losses, damages, fines, penalties, costs and expenses
(including reasonable attorneys fees) resulting from NutraStars use of the
Trademarks.  (d)           License for Patents.  Subject to the License Agreement, RiceX will
grant to NutraStar the exclusive licenses to use, sublicense and enforce the
following patents in the Territory (the Patents): Patent Number 6,126,943
entitled A Method for Treating Hypercholesterolmia, Hyperlipidemia, and
Atherosclerosis, which was published October 3, 2000, Patent Number 6,303,586
entitled A Method for Treating Diabetes, Hyperglycemia and Hypo­glycemia,
which was published October 16, 2001, and the 21 claim patent, Serial Number
09/624,474, that was allowed on October 2, 2001 entitled A Method for Treating
Diabetes, Hyperglycemia and Hypoglycemia. 
RiceX shall be permitted to disclose the Patents in connection with its
promotion of its products.  (e)            Payment for Exclusive Rights.  In consideration for granting the exclusive
rights and licenses to NutraStar hereunder, NutraStar shall pay to RiceX the
Royalty (as defined below) during any period in which NutraStar has the right
to sell the Products in the Territory under this Agreement.  The
Royalty shall equal two percent (2%) of Qualified Gross Receipts (as defined
below). Qualified Gross Receipts shall mean the total cash receipts received
by NutraStar from the sale of NutraStars products that incorporate any of
RiceXs Products, less (i) freight charges and other similar costs, (ii)
refunds for merchandise returned which were previously included in Qualified
Gross Receipts, (iii) allowances or adjustments granted to customers to the
extent that these were previously included in Qualified Gross Receipts, (iv)
transfers of merchandise from warehouse to warehouse provided that such
transfer was not for the purpose of delivery of merchandise sold, merchandise
returned to vendors, (v) sales, use,   5 
    gross receipts,
excise and like taxes which are added to the selling price of merchandise at
the point of sale and paid for by the customer, (vi) cash receipts from any
Excluded Customers, and (vii) the amount of any payments made to RiceX under
this Section 4(e).  NutraStar shall keep
full and complete records and books of account reflecting all sales and
business transactions in order to enable RiceX to ascertain the Royalty
payments due hereunder.  NutraStar
agrees to keep all records pertaining to Qualified Gross Receipts at its main
office for a period of not less than three (3) years following the date on
which NutraStar submits its report of gross receipts based on such
records.  NutraStar also shall prepare
and deliver to RiceX within thirty (30) days after the end of each calendar
quarter a true written statement signed by a duly authorized officer or agent
of NutraStar showing in such form and detail as RiceX shall reasonably specify
the elements and amounts of Qualified Gross Receipts during such calendar
quarter or fraction thereof.  With said
statement for each calendar quarter, NutraStar shall pay to RiceX the amount of
Royalty due for such calendar quarter. 
If NutraStar shall fail to prepare and deliver, within the time above
mentioned, any statement of Qualified Gross Receipts or other related
information required hereunder, RiceX may elect to treat NutraStars failure as
a breach of this Agreement.  RiceX also
may elect to conduct an audit of all books and records of NutraStar which in
any way pertain to or show Qualified Gross Receipts.  Such audit may be conducted by RiceX or by its authorized
representative.  If the statement
prepared as a result of such audit indicates that any additional Royalty is
due, NutraStar shall pay such Royalty, plus interest thereon at the rate of
18.5% per annum from the date such payment was due until the date of payment,
and in addition, in any case where the amount of Qualified Gross Receipts shown
by such audit is equal to or in excess of one hundred four percent (104%) of
the amount disclosed by NutraStars statement for the same period, NutraStar
shall pay for the cost of the audit. 
NutraStar shall have the right to contest the findings of any audit
conducted by RiceX or its authorized representative.  In the event NutraStar contests such an audit, NutraStar and
RiceX shall agree on a mutually acceptable independent certified public
accountant to conduct an audit of the same period.  The parties agree that the findings of such certified public
accountant will be binding.  (f)            Infringement.  RiceX shall use its best efforts to prevent
others from infringing upon the exclusive rights granted to NutraStar
hereunder.  Except as provided for in
this Agreement, RiceX shall neither be liable for infringement activity with
respect to the Trademarks or the Patents nor shall such infringement affect any
payments required hereunder.  5.             Term.  The term of this Agreement shall be for five
(5) years commencing on the Effective Date. 
In addition, provided that NutraStar is not then in default under this
Agreement, and provided that NutraStar has met all of its minimum purchase
requirements during the term of this Agreement, NutraStar shall have the option
to extend the term of this Agreement for two (2) additional periods of five (5)
years each.  Notwithstanding the
foregoing, in the event that all or substantially all of the stock or assets of
RiceX are sold to a third party after the original and first extension terms of
this Agreement, then in such event RiceX shall be entitled to convert this
Agreement into a nonexclusive relationship at RiceXs sole and absolute
discretion.  6 
   6.             Territory.  Territory shall mean the United States of
America and all of its territories and any additional countries or regions of
countries that RiceX and NutraStar mutually agree upon in writing.  7.             Indemnification.  (a)  RiceX agrees to indemnify NutraStar for, and
hold it harmless from and against, any and all costs, expenses and damages
(including reasonable attorneys fees and expenses) incurred in connection with
any suit, action or claim arising out of, or as a result of, any claims for
damages to person or property occasioned from the use of the products to be
sold by NutraStar after the date hereof, if and only if, such damages are
caused by the Products purchased hereunder from RiceX and not any additions to
or modifications of the Products made by NutraStar (Additions and
Modifications).  (b)  NutraStar agrees to indemnify RiceX for, and
hold it harmless from and against, any and all costs, expenses and damages
(including reasonable attorneys fees and expenses) incurred in connection with
any suit, action or claim arising out of, or as a result of, any claims for
damages to person or property occasioned from the use of the products to be
sold by NutraStar after the date hereof, if and only if, such damages are
caused by the Modifications and Additions and not the Products purchased
hereunder from RiceX.  8.             Fulfillment
Requirements Covenant.  RiceX shall
use its commercial best efforts to meet all of NutraStars requirements for the
quantity of Products that NutraStar desires to purchase in each month;
provided, that (i) there is not an uncured NutraStar Event of Default, (ii)
NutraStar is not in material breach of this Agreement, (iii) NutraStars
requests for Product purchases are submitted under valid Purchase Orders, and
(iv) NutraStars requirements do not exceed NutraStars original estimated
purchases of Products for such month in the Rolling Six Month Forecast (as
defined below).  NutraStar
shall provide RiceX with a monthly forecast of NutraStars estimate of
purchases of the Products for the next six months, with specific detail on the
type of Product and the month in which NutraStar estimates the Products to be
purchased (the Rolling Six Month Forecast.)  9.             Default.  A party shall be in default under this
Agreement if any of the following shall occur:  (a)           NutraStar
shall fail to make any payment when due hereunder (a NutraStar Event of
Default);  (b)           Subject to Section 8, RiceX shall
fail to manufacture Products for sale to NutraStar hereunder; (c)           NutraStar shall misrepresent any
material facts or make any false claims regarding RiceX in any filings, press
releases, or other written materials, or in any infomercials or other visual
media regarding NutraStar products, and such misrepresentations or false claims
cast RiceX in a false light or bring the reputation of RiceX into disrepute; or   7 
   (d)          Either party shall otherwise breach
any material term or condition of this Agreement.  If
any of the foregoing events of default shall occur and is not cured within
thirty (30) days after the giving of written notice thereof to the defaulting
party, the other party shall be entitled to terminate this Agreement and the
exclusive rights and exclusive license granted hereby, and pursue any and all
claims for damages.  10.            Miscellaneous.  (a)           Time is of the Essence.  Time is of the essence in the performance of
the parties respective obligations herein contained.  (b)          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.  (c)            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.  (d)           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 all of the
parties hereto.  (e)            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:  8 
    The RiceX Company:
  
  1241 Hawks Flight
  CourtEl Dorado Hills, California  95762Attention:  Chief Executive OfficerTelephone:  (916) 933-3000Facsimile:  (916) 933-3232NutraStar:
  
  1261 Hawks Flight
  CourtEl Dorado Hills,
  California  95762Attention:  Chief Executive OfficerTelephone:  (916) 933-7000Facsimile:  (916) 933-7001  Notice
of change of address shall be given by written notice in the manner detailed in
this Section 10(e).  (f)            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.  (g)           Successors and Assigns.  Neither party may assign any of its rights
or obligations under this Agreement without the prior written consent of the
other party, which consent may be withheld in such party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.  (h)           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.  (i)             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.  (j)             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.  (k)            Governing Law;  Disputes.  This Agreement shall be governed by and construed under the law
of the State of California, disregarding any principles of conflicts of law
that would otherwise provide for the application of the substantive law of
another jurisdiction.  Each of the
undersigned (i) agrees that any legal suit, action or proceeding arising out of
or relating to this Agreement shall be instituted exclusively in the Superior
Court of the State of California, (ii) waives any objection to the venue of any
such suit, action or proceeding  9 
   and the right to assert that such forum is not a
convenient forum, and (iii) irrevocably consents to the jurisdiction of the
Superior Court of the State of California in any such suit, action or
proceeding.  Each of the undersigned
further agrees to accept and acknowledge service of any and all process which
may be served in any such suit, action or proceeding in the Superior Court of
the State of California and agrees that service of process upon it mailed by
certified mail to its address shall be deemed in every respect effective
service of process upon it in any such suit, action or proceeding.  (l)            Force Majeure.  Either party shall be excused from all
obligations under this Agreement to the extent performance is prevented by a
Force Majeure (as defined below).  For
purposes of this Agreement, a Force Majeure includes only Acts of God;
hurricane, tornado and other weather conditions; labor strike, lockout or other
major industrial disturbance; war, riot, sabotage, act of public enemy,
terrorist act or gang violence; serious illness or epidemic; earthquake or
other earth movement, flood or other natural disaster; bomb blast or other
explosion; fire; or government action that prevents performance.  IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.  The RiceX
  CompanyA Delaware
  Corporation(RiceX)By:
  /s/ Daniel L.
  McPeak, Jr.Name: Daniel McPeak, Jr.Its:  Executive Vice PresidentNutraStar IncorporatedA Nevada Corporation(NutraStar)By:
  /s/ Patricia
  McPeakName:
  Patricia McPeakIts:
  CEO, President  10 
   EXHIBIT
A  Exclusive
Products   Product
  PriceRice Soluble
  See Exhibit
  A-1Rice Bran Fiber
  Concentrate
  See Exhibit
  A-1  11 
   EXHIBIT A-1 PRODUCT PRICES  * CONFIDENTIAL TREATMENT GRANTED AS TO CERTAIN PORTIONS.  12 
   EXHIBIT B  PROTECTED
CUSTOMERS  * CONFIDENTIAL TREATMENT GRANTED AS TO CERTAIN PORTIONS.  13 
   EXHIBIT C  * CONFIDENTIAL TREATMENT GRANTED AS TO CERTAIN PORTIONS.  14