SECOND
      AMENDMENT TO EMPLOYMENT AGREEMENT

     

    This
      Second Amendment to Employment Agreement (this “Second
      Amendment”)
      is
      executed as of July 18, 2008 by and among NUTRACEA, a California corporation
      (“Employer”),
      and
      TODD C. CROW, an individual (“Employee”).

     

    A. WHEREAS,
      Employer, Employee and The RiceX Company, a Delaware corporation, are parties
      to
      that certain Employment Agreement dated as of October 20, 2003 (the
“Agreement”);

     

    B. WHEREAS,
      Employer, Employee and The RiceX Company are parties to that certain First
      Amendment to Employment Agreement dated as of October 5, 2005;

     

    C. WHEREAS,
      Employer and Employee desire to amend the Agreement as set forth in this Second
      Amendment;

     

    NOW,
      THEREFORE,
      in
      consideration of the foregoing and the mutual covenants and agreements contained
      herein and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto agree as
      follows:

     

    AMENDMENT

     

    1. Amendment.
      The
      following paragraphs are amended and restated or added, as applicable, as
      follows:

     

    a. Section
      3., Term
      of Employment,
      is
      amended by deleting the entire paragraph thereof and adding the following
      paragraph:

     

    “3.
      Term
      of Employment.
      Employee’s term of employment pursuant to this Agreement shall commence on the
      July 21, 2008 and shall terminate on the earlier of (i) March 31, 2009, or
      (ii)
      upon Employer’s appointment of a successor chief financial officer, or (iii)
      upon a Change of Control of Employer (as such term is defined below). Upon
      termination of this Agreement, the Employment Severance Agreement, attached
      hereto as Exhibit
      A,
      and the
      Independent Contractor Agreement, attached hereto as Exhibit
      B,
      shall
      immediately become effective; provided that such Employment Severance Agreement
      and Independent Contractor Agreement shall not become effective and shall have
      no force or effect if Employee resigns prior to the expiration of the term
      set
      forth in the first sentence of this Section 3. The parties agree to take all
      actions necessary to accomplish the foregoing to effect and execute the
      Employment Severance Agreement and the Independent Contractor Agreement. For
      purposes of this Agreement, “Change of Control” of Employer is defined as the
      date of (i) the consummation of a merger or consolidation of Employer with
      any
      other corporation or the acquisition of shares of stock in Employer by a third
      party, which results in the voting securities of Employer outstanding
      immediately prior thereto failing to represent (either by remaining
      outstanding or by being converted into voting securities of the surviving
      entity) more than fifty percent (50%) of the total voting power represented
      by
      the voting securities of Employer or such surviving entity outstanding
      immediately after such merger or consolidation, or (ii) the consummation of
      the
      sale or disposition by Employer of all or substantially all of Employer's
      assets.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2. Affirmation.
      In order
      to induce each other to enter into this Second Amendment, the parties hereby
      confirm that all terms and provisions of the Agreement have been and continue
      to
      be in all respects in full force and effect, and no violation of the terms
      and
      conditions of the Agreement has occurred.

     

    3. Effective
      Date; Assignment and Assumption.
      This
      Second Amendment shall become effective only upon the Effective Time. Effective
      immediately from and after the Effective Time, (i) all of Company’s right, title
      and interest in and to the Agreement, as amended by this Second Amendment,
      shall
      be deemed to have been assigned, granted, bargained, transferred, conveyed,
      set
      over and delivered unto Employer, and (ii) Employer shall be deemed to have
      assumed the Agreement, as amended by this Second Amendment, and shall faithfully
      and timely discharge and perform each and every obligation of Company arising
      under the Agreement, as amended by this Second Amendment.

     

    4. Modification;
      Interpretation.
      Except
      as expressly set forth in this Second Amendment, this Second Amendment shall
      not
      alter, amend, or otherwise modify the terms and provisions of the Agreement.
      From and after the Effective Time, all references in the Agreement to “the
      Agreement,” “this Agreement” or any similar reference shall refer to the
      Agreement as amended by this Second Amendment. From and after the Effective
      Time, all references in the Agreement to “Employer,” or any similar reference
      shall refer to NutraCea, a California corporation. Capitalized terms not
      otherwise defined herein shall have the respective meanings ascribed to them
      in
      the Agreement or the Merger Agreement.

     

    5. Approval
      by Company’s Board of Directors.
      Company
      hereby represents that its Board of Directors has duly approved the terms of
      this Second Amendment.

     

    [The
      Remainder of this Page is Intentionally Left Blank -- Signature Page
      Follows]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    
      	
              NUTRACEA
                

            	 	 
	 	 	 	 
	
              By:

            	/s/
              Bradley Edson 	 	/s/
              Todd C. Crow
	
              Name: Bradley
                Edson 

            	 	
              TODD
                C. CROW

            
	
              Title:    Chief
                Executive Officer

            	 	  

	 	 	
               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      EXHIBIT
        A

       

    

    EMPLOYMENT
      SEVERANCE AGREEMENT

    


    This
      Employment Severance and Release Agreement (“Agreement”) is made by and between
      NutraCea, with a principal business address at 5090 North 40th
      Street,
      Phoenix, AZ 85018 and Todd C. Crow, an individual with principal address at
      8335
      Walden Woods Way, Granite Bay, CA 95746 (“Employee”) as follows:

    


    1. Separation
      from Employment.
      Employee’s employment with NutraCea terminated pursuant to the Employment
      Agreement originally entered into on October 20, 2003, and amended pursuant
      to
      the First Amendment to Employment Agreement dated October 5, 2005, and the
      Second Amendment to Employment Agreement dated July 19, 2008 (collectively
      “Employment Agreement”). Such date of termination is referred to herein as the
“Termination Date”. This Agreement shall be effective as of such Termination
      Date unless otherwise provided in the Employment Agreement. 

    


    2. Severance
      Payments.
      NutraCea does not have a policy or obligation to pay severance pay, but
      nevertheless, agrees to make severance payments to Employee as set forth in
      this
      Section 2. Subject to and conditioned upon Employee’s compliance with each and
      every obligation of Employee set forth herein, specifically including, without
      limitation, Employee’s obligations of no disparagement, no solicitation,
      non-interference, and confidentiality as set forth in Sections 9, 10 and 11
      of
      this Agreement, NutraCea
      agrees to pay to Employee one lump sum severance payment equal to Employee’s
      current annual salary, which is equal to the annual salary amount payable to
      Employee pursuant to the Employment Agreement as in effect immediately prior
      to
      the Termination Date. (the “Severance Payment”). In addition to the Severance
      Payment, NutraCea agrees to pay in full on or prior to the Termination Date,
      the
      car lease referenced on Exhibit
      A
      attached
      hereto, and to assign to Employee the computer items referenced on Exhibit
      A
      attached
      hereto.

    


    2.1. Payments
      Schedule; Withholding.
      NutraCea shall pay Employee the Severance Payment in accordance with NutraCea’s
      standard payroll practices. The severance payment shall be subject to the
      customary withholding tax and other employment taxes as required with respect
      to
      compensation paid to its employees.

    


    2.2. Medical
      and Health Benefits.
      Employee will also be offered the opportunity for continued coverage under
      NutraCea’s health insurance plans until March 31, 2009. Thereafter, NutraCea
      shall reimburse employee for his subsequent COBRA payments made after March
      31,
      2009 and continuing for eighteen (18) months thereafter, unless during such
      time, Employee becomes eligible to obtain coverage under Medicare Plans A and
      B,
      in which case, NutraCea shall be under no further obligation to reimburse
      Employee for such COBRA payments. NutraCea’s insurance agent will send Employee
      information regarding this coverage.

    


    2.3 Stock
      Option Grants. The
      options, warrants and any other rights identified on Exhibit
      B,
      as
      acknowledged and approved by the Company’s CEO will remain vested, or shall
      become vested and capable of exercise pursuant to their terms, as provided
      in
      the stock option agreements delivered pursuant to NutraCea’s equity incentive
      plans. All options assumed by NutraCea from RiceX identified on Exhibit B are
      (1) approved to be exercisable using a cashless exercise (net exercise)
      provision, provided this method of exercise is chosen by optionee as the method
      of exercise; and (2) amended in the event the optionee dies or becomes disabled,
      the expiration period shall be one year from the date of death or disability.
      Additionally, the options which are scheduled to expire on October 4, 2008
      shall
      be amended to extend the expiration period three years from termination date.
      The Company shall also waive all performance requirements for the option issued
      to Employee on January 8, 2008. 


    
      
        
        

      

      
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    2.4 Director
      and Officer Insurance Indemnity.
      NutraCea shall maintain current levels of officer’s insurance for the benefit of
      Employee on the terms provided in the Indemnification Agreement between NutraCea
      and Employee as in effect on the Termination Date. 

    


    3. Payment
      of Salary. Employee’s
      vacation and sick leave shall cease accruing on the Termination Date. Aside
      from
      the severance payments set forth in Section 2 of this Agreement, Employee
      acknowledges and represents that NutraCea has paid all salary, wages, bonuses,
      accrued vacation, commissions and any and all other benefits due to
      Employee.

     

    4. Business
      Expenses.
      Employee acknowledges and warrants to NutraCea that Employees has been
      reimbursed for all business expenses, in accordance with NutraCea’s
      reimbursement policy.

    


    5. Release
      of Liability.
      Employee acknowledges that he enters this Agreement freely and voluntarily,
      and
      agrees as follows:

    


    5.1 ADEA
      Waiver. Employee
      acknowledges that he is knowingly and voluntarily waiving and releasing any
      rights Employee may have under the Age Discrimination in Employment Act of
      1967,
      as amended (“ADEA”). Employee also acknowledges that the consideration given for
      the waiver and release pursuant to this Agreement is in addition to anything
      of
      value to which Employee was already entitled. Employee further acknowledges
      that
      he has been advised by this Agreement in writing, as required by the ADEA,
      that:


     

    
      	 	
              (a)
                

            	
              his
                waiver and release does not apply to any rights or claims that may
                arise
                after the execution date of this Agreement;


            


    

     

    
      	 	
              (b)
                

            	
              he
                has the right to consult with an attorney prior to executing this
                Agreement; 

            


    

     

    
      	 	
              (c)
                

            	
              he
                has twenty-one (21) days to consider this Agreement (although Employee
                may
                choose to waive this provision by voluntarily executing this Agreement
                earlier); 

            


    

     

    
      	 	
              (d)

            	
              he
                has seven (7) days following the execution of this Agreement to revoke
                the
                Agreement; and 

            


    

     

    
      	 	
              (e)
                

            	
              this
                Agreement will not be effective until the date upon which the revocation
                period has expired, which will be the eighth day after this Agreement
                is
                executed by both parties (“Effective
                Date”).

            


    

     

    5.2 
      Statutory Claims.
      Employee acknowledges that Title VII of the Civil Rights Act of 1964, as
      amended, the Civil Rights Act of 1991, the Americans With Disabilities Act,
      the
      Age Discrimination in Employment Act of 1967, the Rehabilitation Act of 1973,
      the Vietnam Era Veterans Readjustments Assistance Act of 1974, the Federal
      Family and Medical Leave Act of 1993, the California Family Rights Act of 1991,
      the Federal Family and Medical Leave Act of 1993, and the California Fair
      Employment and Housing Act, as amended, and applicable provisions of
      California's Labor Code provide the right to an employee to bring charges,
      claims or complaints against an employer if Employee believes he has been
      discriminated against on a number of bases, including race, ancestry, color,
      religion, sex, marital status, national origin, age, status as a veteran of
      the
      Vietnam era, request or need for family or medical leave, physical or mental
      disability, medical condition or sexual preference. Employee, with full
      understanding of the rights afforded to him or her under these federal and
      state
      laws, agrees that he will not file, or cause to be filed against NutraCea,
      any
      charges, complaints, or actions based on any alleged violation of these federal
      and state laws, or any successor or replacement federal or state laws. Employee
      hereby waives any right to assert a claim for relief available under these
      federal and state laws including, but not limited to, back pay, front pay,
      attorneys’ fees, damages, consequential damages, punitive damages,
      reinstatement, or injunctive relief, which Employee may otherwise recover based
      on any alleged violation of these federal and state laws, or any successor
      or
      replacement federal or state laws.


    
      
        
        

      

      
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    5.3. Common
      Law Claims. Employee
      acknowledges that he may have certain common law rights to file a lawsuit
      claiming wrongful discharge in violation of an express and/or implied contract
      or in violation of a public policy. Employee expressly waives any and all tort
      and/or contract claims that he may have against NutraCea for wrongful discharge,
      misrepresentation, fraud, defamation, interference with prospective business
      advantage, interference with contractual relationships, intentional and/or
      negligent infliction of emotional distress, negligence, promissory estoppel,
      and/or breach of the covenant of good faith and fair dealing.

     

    5.4 General
      Release.
      Employee hereby irrevocably and unconditionally releases and forever discharges
      NutraCea and all of its officers, agents, directors, supervisors, employees,
      representatives, affiliates, related companies, and their successors and assigns
      and all persons acting by, through, under or in concert with any of them from
      any and all charges, complaints, grievances, claims, actions, and liabilities
      of
      any kind (including attorneys’ fees, interest, expenses and costs actually
      incurred) of any nature whatsoever, known or unknown, suspected or unsuspected
      (hereinafter referred to as “Claims”), which Employee has or may have in the
      future, arising out of Employee’s employment with NutraCea. All such Claims are
      forever barred by this Agreement and without regard to whether these Claims
      are
      based on any alleged breach of duty arising in contract or tort, any alleged
      employment discrimination or other unlawful discriminatory act, or any claim
      or
      cause of action regardless of the forum in which it may be brought, including
      without limitation, claims under the National Labor Relations Act (to the extent
      permitted by law), Title VII of the Civil Rights Act of 1964, as amended, the
      Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1964,
      as
      amended, the Americans With Disability Act, the Federal Family and Medical
      Leave
      Act of 1993, the Rehabilitation Act of 1973, the Vietnam Era Veterans
      Readjustment Assistance Act of 1974, the California Family Rights Act of 1991,
      the Federal Family and Medical Leave Act of 1993, and the California Fair
      Employment and Housing Act, as amended, and applicable provisions of
      California's Labor Code.

     

    6. Confidential
      Information.
      Employee acknowledges that during the course of his duties with NutraCea, he
      handled confidential information of NutraCea and its affiliates. Employee agrees
      he will retain in the strictest confidence all confidential matters which relate
      to NutraCea or its affiliates, including, without limitation, pricing lists,
      business plans, financial projections and reports, business strategies, internal
      operating procedures and other confidential business information from which
      NutraCea derives an economic or competitive advantage or from which NutraCea
      might derive such advantage in its business, whether or not labeled “secret” or
“confidential,” and not to disclose directly or indirectly or use by him in any
      way, at any time, except as permitted by law.

     

    7. Trade
      Secrets.
      Employee shall not disclose to any others or take or use for Employee’s own
      purposes or purposes of any others at any time, any of NutraCea’s trade secrets,
      including without limitation, confidential information; customer lists;
      information concerning current or any future and proposed work, services or
      products; or the fact that any such work, services or products are planned,
      under consideration, or in production, as well as any description thereof.
      Employee agrees that these restrictions shall also apply to (i) trade secrets
      belonging to third parties in NutraCea’s possession and (ii) trade secrets
      conceived, originated, discovered or developed by Employee during the term
      of
      his employment.

     

    8. Inventions;
      Ownership Rights.
      Employee agrees that all ideas, techniques, inventions, systems, formulas,
      discoveries, technical information, programs, prototypes and similar
      developments (“Developments”) developed, created, discovered, made, written or
      obtained by him or her in the course of or as a result, directly or indirectly,
      of performance of his duties to NutraCea, and all related industrial property,
      copyrights, patent rights, trade secrets and other forms of protection thereof,
      shall be and remain the property of NutraCea. Employee agrees to execute or
      cause to be executed such assignments and applications, registrations and other
      documents and to take such other action as may be requested by NutraCea to
      enable NutraCea to protect its rights to any such Developments.



    
      
        
        

      

      
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    9. No
      Disparagement .
      The
      parties agree to treat each other respectfully and professionally and not
      disparage the other party, or the other party’s officers, directors, employees,
      shareholders and agents, in any manner likely to be harmful to them or their
      business, business reputation or personal reputation; provided that both
      Employee and NutraCea will respond accurately and fully to any question, inquiry
      or request for information when required by the legal process.

    


    10. Non-Interference;
      No Solicitation.
      Employee agrees not to unlawfully interfere with any of NutraCea’s contractual
      obligations with others. Furthermore, Employee agrees during a period of two
      (2)
      years after the date of this Agreement, not to, without NutraCea’s express
      written consent, on his behalf or on behalf of another: (i) contact with the
      intent to solicit or solicit the business of any client, customer, creditor
      or
      licensee of NutraCea, or (ii) contact with the intent to solicit or solicit
      employees of NutraCea to leave their employment, other than clerical employees.
      Employee acknowledges that this Section 10 is a reasonable and necessary measure
      deigned to protect the proprietary, confidential and trade secret information
      of
      NutraCea.

    


    11. Confidentiality.
      Employee
      agrees that the terms of this Agreement including the payment hereunder are
      confidential and he will not disclose the terms of the Agreement to anyone
      except to a person who must know its terms for tax, financial or legal reasons.
      The parties agree that violations of this Section, Section 9 “No Disparagement”
or Section 10 “Non-Interference; No Solicitation” are material breaches of this
      Agreement. 

      

    12. Return
      NutraCea Property.
      Employee agrees that he will promptly, within two (2) business days, return
      to
      NutraCea, all NutraCea’s or its affiliates’ memoranda, notes, records, reports,
      manuals, drawings, designs, computer files in any media and other documents
      (including extracts and copies thereof) relating to NutraCea or its affiliates,
      and all other property of NutraCea. 

     

    13. Actions
      Contrary to Law.
      Nothing
      contained in this Agreement shall be construed to require the commission of
      any
      act contrary to law, and whenever there is any conflict between any provision
      of
      this Agreement and any statute, law, ordinance, or regulation, contrary to
      which
      the parties have no legal right to contract, then the latter shall prevail;
      but
      in such event, the provisions of this Agreement so affected shall be curtailed
      and limited only to the extent necessary to bring it within legal
      requirements.

     

    14. Miscellaneous.

     

    14.1 Notices.
      All
      notices to be given by either party to the other shall be in writing and may
      be
      transmitted by personal delivery, facsimile transmission, overnight courier
      or
      mail, registered or certified, postage prepaid with return receipt requested;
      provided,
      however,
      that
      notices of change of address or facsimile number shall be effective only upon
      actual receipt by the other party. Notices shall be delivered at the addresses
      set forth in the Preamble of this Agreement, unless changed as provided for
      herein.

     

    14.2 Entire
      Agreement.
      This
      Agreement and any agreements incorporated herein by reference to the extent
      that
      they are consistent with this Agreement, supersede any all agreements, either
      oral or written, between the parties hereto with respect to its subject matter.
      Each party to this Agreement acknowledges that no representation, inducements,
      promises, or agreements, orally or otherwise, have been made by any party or
      anyone acting on behalf of any parties, which are not embodied herein, and
      that
      no other agreement, statement, or promise not contained in this Agreement shall
      be valid or binding. Any modification of this Agreement will be effective only
      if it is in writing and signed by both parties.

     

    14.3 Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of California.


    
      
        
        

      

      
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    14.4 Jurisdiction
      and Venue.
      The
      parties hereby consent to the exclusive jurisdiction of the state and federal
      courts sitting in California in the venue of Sacramento County in any action
      on
      a claim arising out of, under or in connection with this Agreement or the
      transactions contemplated by this Agreement, provided such claim is not required
      to be arbitrated pursuant to Section 14.5. The parties further agree that
      personal jurisdiction over them may be effected by notice as provided in Section
      14.1, and that when so made shall be as if served upon them personally within
      the State of California.

     

    14.5 Arbitration.
      Any
      controversy, dispute or claim arising out of or relating to this Agreement,
      performance hereunder or breach thereof, which cannot be amicably settled,
      shall
      be settled by arbitration conducted in Sacramento, California or such other
      mutually agreed upon location. Said arbitration shall be conducted in accordance
      with the Commercial Arbitration Rules of the American Arbitration Association
      (“AAA”) at a time and place within the above-referenced location as selected by
      the arbitrator(s).

     

    a. Initiation
      of Arbitration.
      After
      seven (7) days prior written notice to the other, either party hereto may
      formally initiate arbitration under this Agreement by filing a written request
      therefore. NutraCea shall pay the appropriate filing fees.

    


    b. Selection
      of Arbitrator. The
      selection of a neutral arbitrator shall be in accordance with the AAA Commercial
      Arbitration Rules.

    


    c. Discovery.
      The
      arbitrator shall permit adequate discovery.

    


    d. Hearing
      and Determination Dates.
      The
      hearing before the arbitrator shall occur within thirty (30) days from the
      date
      the matter is submitted to arbitration. Further, a determination by the
      arbitrator shall be made within forty-five (45) days from the date the matter
      is
      submitted to arbitration. Thereafter, the arbitrator shall have fifteen (15)
      days to provide the parties with his decision in writing. However, any failure
      to meet the deadlines in this paragraph will not affect the validity of any
      decision or award.

    


    e. Damages.
      The
      arbitrator shall have the authority to award appropriate damages, including
      injunctive relief, if requested.

     

    f. Binding
      Nature of Decision.
      The
      decision of the arbitrator shall be binding on the parties. Judgment thereon
      shall be entered in a court of competent jurisdiction.

     

    g. Injunctive
      Actions.
      Nothing
      herein contained shall bar the right of either party to seek from the arbitrator
      injunctive relief or other provisional remedies against threatened or actual
      conduct that will cause loss or damages under the usual equity rules including
      the applicable rules for obtaining preliminary injunctions and other provisional
      remedies.

     

    h. Fees
      and Costs.
      The
      cost of arbitration, including the fees of the arbitrator, shall initially
      be
      borne by NutraCea; provided, the prevailing party (as determined by the
      arbitrator) shall be entitled to recover all such costs allowed by law, in
      addition to attorneys’ fees and other costs, in accordance with Section 14.6 of
      this Agreement.

     

    14.6 Attorneys’
      Fees. 
      In the
      event of any litigation, arbitration, or other proceeding arising out of this
      Agreement, or the parties’ performance as outlined herein, the prevailing party
      shall be entitled to an award of costs, including an award of reasonable
      attorneys’ fees. Any judgment, order, or award entered in any such proceeding
      shall designate a specific sum as such an award of attorneys’ fees and costs
      incurred. This attorneys’ fee provision is intended to be severable from the
      other provisions of this Agreement, shall survive any judgment or order entered
      in any proceeding and shall not be deemed merged into any such judgment or
      order, so that such further fees and costs as may be incurred in the enforcement
      of an award or judgment or in defending it on appeal shall likewise be
      recoverable by further order of a court or panel or in a separate action as
      may
      be appropriate.


    
      
        
        

      

      
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    14.7 Amendment,
      Waiver.
      No
      amendment or variation of the terms of this Agreement shall be valid unless
      made
      in writing and signed by Employee and NutraCea. A waiver of any term or
      condition of this Agreement shall not be construed as a general waiver by
      NutraCea. Failure of either Employee or NutraCea to enforce any provision or
      provisions of this Agreement shall not waive any enforcement of any continuing
      breach of the same provision or provisions or any breach of any provision or
      provisions of this Agreement.

     

    14.8 Ambiguities.
      This
      Agreement shall not be subject to the rule that any ambiguities in the contract
      are to be interpreted against the drafter of the Agreement.

     

    14.9 Counterparts. 
      This
      Agreement may be signed in one or more counterparts (by facsimile or otherwise),
      all of which shall be treated as one and the same instrument.

    


    14.10 Warranty.
      Employee
      warrants that he is executing this Agreement of his own free will, and knowingly
      and voluntarily without any promises or representations other than those
      contained in this Agreement.

    


    [signature
      page to follow]


    
      
        
        

      

      
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    The
      undersigned have executed this Agreement as of the date first written
      above.

    


    
      	
              EMPLOYEE

            
	 
	
              /s/
Todd
                C. Crow

            
	
              Todd
                C. Crow

            
	
               

            
	
              NUTRACEA

            
	
               

            
	
              /s/
Brad
                Edson 

            
	
              Brad
                Edson, CEO

            


    


    
      
        
        

      

      
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    EXHIBIT
      A

    


    Car
      Lease

    


    Computer
      Equipment


    
      
        
        

      

      
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    EXHIBIT
      B


    

      
        	
                Assumed 

                Options

              	 	
                Qualified

              	 	
                Date of

              	 	
                Expiration

              	 	
                Original

              	 	
                in RiceX

              	 	
                Number 

                of

              	 	
                Board Date

              	 	
                Exercise

              	 	
                17-Jul-06

              	 	
                Cashless

              	 	 	 
	
                Name

              	 	
                Non-Qualified

              	 	
                Warrant/Option

              	 	
                Date

              	 	
                Issuance

              	 	
                Merger

              	 	
                Shares

              	 	
                Approval

              	 	
                Price

              	 	
                Registration

              	 	
                Option

              	 	
                Vesting

              	 
	
                Crow, Todd

              	 	 	
                Option

              	 	 	
                04-May-96

              	 	 	
                04-Oct-08

              	 	 	
                60,000
                  

              	 	 	
                (13,920.60

              	
                )

              	 	
                46,079
                  

              	 	 	
                19-Jun-07

              	 	
                $

              	
                0.30

              	 	 	
                333-135814

              	 	 	
                Yes

              	 	 	
                Fully
                  Vested

              	 	 	
                (a

              	
                )

              
	
                Crow,
                  Todd

              	 	 	
                Option

              	 	 	
                03-Jun-96

              	 	 	
                04-Oct-08

              	 	 	
                50,000
                  

              	 	 	
                (11,600.50

              	
                )

              	 	
                38,399
                  

              	 	 	
                19-Jun-07

              	 	
                $

              	
                0.30

              	 	 	
                333-135814

              	 	 	
                Yes

              	 	 	
                Fully
                  Vested

              	 	 	
                (a

              	
                )

              
	
                Crow,
                  Todd

              	 	 	
                Option

              	 	 	
                01-Nov-99

              	 	 	
                01-Nov-09

              	 	 	
                900,000
                  

              	 	 	
                (208,809.00

              	
                )

              	 	
                691,191
                  

              	 	 	
                19-Jun-07

              	 	
                $

              	
                0.30

              	 	 	
                333-135814

              	 	 	
                Yes

              	 	 	
                Fully
                  Vested

              	 	 	
                (a

              	
                )

              
	
                Crow,
                  Todd

              	 	 	
                Option

              	 	 	
                22-Feb-01

              	 	 	
                22-Feb-11

              	 	 	
                50,000
                  

              	 	 	
                (11,600.50

              	
                )

              	 	
                38,399
                  

              	 	 	
                19-Jun-07

              	 	
                $

              	
                0.30

              	 	 	
                333-135814

              	 	 	
                Yes

              	 	 	
                Fully
                  Vested

              	 	 	
                (a

              	
                )

              
	
                Crow,
                  Todd

              	 	 	
                Option

              	 	 	
                22-Feb-01

              	 	 	
                22-Feb-11

              	 	 	
                100,000
                  

              	 	 	
                (23,201.00

              	
                )

              	 	
                76,799
                  

              	 	 	
                19-Jun-07

              	 	
                $

              	
                0.30

              	 	 	
                333-135814

              	 	 	
                Yes

              	 	 	
                Fully
                  Vested

              	 	 	
                (a

              	
                )

              
	
                Crow,
                  Todd

              	 	 	
                Option

              	 	 	
                29-Jan-02

              	 	 	
                29-Jan-12

              	 	 	
                50,000
                  

              	 	 	
                (11,600.50

              	
                )

              	 	
                38,399
                  

              	 	 	
                19-Jun-07

              	 	
                $

              	
                0.30

              	 	 	
                333-135814

              	 	 	
                Yes

              	 	 	
                Fully
                  Vested

              	 	 	
                (a

              	
                )

              
	
                Crow,
                  Todd

              	 	 	
                SOP02002

              	 	 	
                02-Jan-02

              	 	 	
                02-Jan-12

              	 	 	
                125,000
                  

              	 	 	
                (29,001.25

              	
                )

              	 	
                95,998
                  

              	 	 	
                19-Jun-07

              	 	
                $

              	
                0.30

              	 	 	
                333-135814

              	 	 	
                Yes

              	 	 	
                Fully
                  Vested

              	 	 	
                (a

              	
                )

              
	
                Crow,
                  Todd

              	 	 	
                SOP05002

              	 	 	
                31-Mar-05

              	 	 	
                31-Mar-15

              	 	 	
                700,111
                  

              	 	 	
                (162,432.75

              	
                )

              	 	
                537,678
                  

              	 	 	
                19-Jun-07

              	 	
                $

              	
                0.30

              	 	 	
                333-135814

              	 	 	
                Yes

              	 	 	
                Fully
                  Vested

              	 	 	
                (a

              	
                )

              
	
                Total
                  Assumed Options

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                2,035,111
                  

              	 	 	
                (472,166.1

              	
                )

              	 	
                1,562,942
                  

              	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                NutraCea
                  Issued Options

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Crow,
                  Todd

              	 	 	
                SOP08003A

              	 	 	
                08-Jan-08

              	 	 	
                08-Jan-13

              	 	 	
                100,000
                  

              	 	 	 	 	 	
                100,000
                  

              	 	 	
                8-Jan-08

              	 	
                $

              	
                1.49

              	 	 	
                No

              	 	 	
                Yes

              	 	 	
                (b

              	
                )

              	 	
                (c

              	
                )

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Total
                  Options issued and held

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                1,662,942

              	 	 	 	 	 	 	 	 	 	 


      

    

    


    
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Notes:

            	
              (a)
                The Company’s Board of Directors acknowledges and resolves to approve the
                cashless exercise provision of said options in the event Employee
                retirement, dies or becomes disabled before the expiration period,
                which
                has an extension date of 6/19/07 for the Assumed Options 

            	 	 	 
	 	
              (b)
                NutraCea issued option shares which vest over one year as follows:
                50%
                shall vest depending on revenue 50% shall vest depending on net income
                of
                the Company.

            	 	 	 	 	 
	 	
              (c)
                In the event that the Employee retires, dies or becomes disabled,
                the
                expiration period extension shall apply and the Company shall use
                its best
                efforts to amend performance criteria, adjust the vesting period
                and
                include underlying shares in its next registration 

            	 	 
	 	 	 	 
	
              EACH
                OF THE ABOVE OPTIONS ARE APPROVED TO BE EXERCISED USING A "CASHLESS
                EXERCISE" (IF EMPLOYEE ELECTS THAT METHOD OF
                PAYMENT).

            	 	 


    

    


    Approved
      By:

    


    
      	
              
                /s/
Brad
                  Edson 

              

            
	
              Bradley
                D. Edson, Chief Executive Officer

            


    

    



    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    

      EXHIBIT
        B

       

    

    INDEPENDENT
      CONTRACTOR AGREEMENT

    


    This
      Agreement is entered into between Nutracea, a California corporation with
      principal offices at 5090 40th North Street, Suite 400, Phoenix, Arizona 85018
      (“NutraCea” or “Company”) and Crow & Associates, LLC with principal address
      at 8335 Walden Woods Way, Granite Bay, CA 95746 (“Contractor”). The parties
      agree as follows:

    


    1. Engagement;
      Duties.
      Subject
      to the terms and conditions of this Agreement, the Company hereby engages the
      Contractor as an independent contractor to advise the Company and its personnel
      on accounting systems, practices, and policies; review and advise the Company
      and its personnel on the appropriate accounting for transactions, and the
      preparation and filing of all financial statements as required by the Company’s
      internal requirements and reporting obligations pursuant to the Securities
      and
      Exchange Commission rules and regulations governing public companies; and report
      to the Chief Executive Officer on accounting systems, finance, and reports
      filed
      by the Company (collectively “Services”), and the Contractor hereby accepts such
      engagement. For purposes of intellectual property protection under this
      Agreement, the Company is the commissioning party. Contractor shall report
      to
      the Company’s Chief Executive Officer with respect to performance of
      Services.

    


    2. Term;
      Compensation.
      This
      Agreement shall commence as and when provided in the Employment Agreement
      between the Company and Todd C. Crow, the principal of Contractor, originally
      entered into on October 20, 2003, and amended pursuant to the First Amendment
      to
      Employment Agreement dated October 5, 2005, and the Second Amendment to
      Employment Agreement dated July 19, 2008, which date is referred to herein
      as
      the “Effective Date”. This Agreement shall govern the parties’ relationship and
      shall terminate by its terms upon the first to occur of (i) the eighteenth
      (18)
      month following the Effective Date, or (ii) a Change of Control (as defined
      below), unless (iii) earlier terminated as provided in this Agreement
      (“Termination Date”). For Services performed, NutraCea shall pay Contractor a
      gross amount of $15,000 per month, due the first day of the month for the first
      twelve (12) months following the Effective Date. NutraCea shall pay Contractor
      a
      gross amount of $7,500 for the remaining six (6) months of the term of this
      Agreement, provided that Todd C. Crow, directly and/or through Contractor or
      any
      other successor in interest, has not exercised (from the options granted by
      NutraCea to Contractor or to Todd C. Crow) options to acquire more than one
      hundred and ten thousand (110,000) shares of stock in NutraCea. If Todd C.
      Crow
      and/or Contractor (directly and/or through any successor) has exercised options
      to acquire more than one hundred and ten thousand (110,000) shares of stock
      in
      NutraCea, this Agreement shall terminate the earlier of (i) twelve (12) months
      following the Effective Date or (ii) at the time of exercise. Upon a termination
      of this Agreement due to a Change of Control, NutraCea shall pay to Contractor
      all amounts payable hereunder for the balance of the full eighteen (18) month
      term. Such
      unpaid balance shall be payable in a one lump sum within 30 days of the Change
      of Control event. This
      Agreement also shall terminate prior to its Termination Date immediately upon
      and by reason of Todd
      C.
      Crow’s
      death
      or Permanent Disability, in which event the Company shall pay to the Contractor
      the unpaid balance of any compensation owed to the Contractor pursuant to the
      terms hereof. Such unpaid balance shall be payable in a one lump sum within 30
      days of death or disability event. All
      payments to Contractor under this Agreement will be by bank check and in United
      States dollars. 


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    For
      purposes of this Agreement, “Change of Control” of NutraCea is defined as the
      date of (i) the consummation of a merger or consolidation of NutraCea with
      any
      other corporation or the acquisition of shares of stock in NutraCea by a third
      party, either of which results in the voting securities of NutraCea outstanding
      immediately prior thereto failing to represent (either by remaining outstanding
      or by being converted into voting securities of the surviving entity) more
      than
      fifty percent (50%) of the total voting power represented by the voting
      securities of NutraCea or such surviving entity outstanding immediately after
      such merger or consolidation or acquisition, or (ii) the consummation of the
      sale or disposition by NutraCea of all or substantially all of NutraCea's
      assets.

    


    For
      purposes of this Agreement, “Permanent
      Disability”
means
      any physical or mental impairment that (i) is diagnosed by a duly licensed
      physician as provided for in the following sentence and (ii) renders Todd C.
      Crow unable to perform the essential functions of the Services under the terms
      of this Agreement for a period of two consecutive months or an aggregate of
      60
      days in any period of 365 consecutive days, either with or without reasonable
      accommodation. At the Company’s request, the Contractor shall cause Todd C. Crow
      to submit to an examination by a duly licensed physician who is mutually
      acceptable to the Company and the Contractor for the purpose of ascertaining
      the
      existence of a Permanent Disability, and to authorize the physician to release
      the results of the examination to the Company.

    


    3. Expenses.
      Company
      shall reimburse Contractor for all business costs and expenses incurred by
      Contractor and requested by Company in performance of Contractor’s obligations
      set forth in this Agreement in accordance with Company’s standard reimbursement
      and approval policies. Reasonable expenses will be billed to the Company and
      the
      Company will reimburse such approved out-of-pocket expenses. Notwithstanding
      the
      foregoing, expenses for the time spent by the Contractor in traveling to and
      from Company facilities will not be reimbursable.

    


    4. Confidentiality.
      The
      Contractor acknowledges that during the engagement Contractor will have access
      to and become acquainted with various trade secrets, inventions, intellectual
      property, innovations, source code, processes, information, records and
      specifications owned or licensed by the Company and/or used by the Company
      in
      connection with the operation of its business including, without limitation,
      the
      Company’s business and product processes, methods, customer lists, Company login
      identifications, passwords, accounts and procedures. The Contractor (on behalf
      of itself and its principal) agrees that Contractor will not disclose any of
      the
      aforesaid, directly or indirectly, or use any of them in any manner, either
      during the term of this Agreement or at any time thereafter, except as required
      in the course of this engagement with the Company. All files, records,
      documents, blueprints, specifications, computer files, information, letters,
      notes, media lists, original artwork/creations, notebooks, and similar items
      relating to the business of the Company, whether prepared by the Contractor
      or
      otherwise coming into Contractor’s possession, will remain the exclusive
      property of the Company. The Contractor will not retain any copies of the
      foregoing without the Company’s prior written permission. Upon the expiration or
      earlier termination of Contractor’s engagement pursuant to this Agreement, or
      whenever requested by the Company, the Contractor will immediately deliver
      to
      the Company all such files, records, documents, specifications, information,
      and
      other items in Contractor’s possession or under Contractor’s control.



    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    5. Intellectual
      Property Rights in Works of Authorship.
      Contractor acknowledges and agrees that any inventions and intellectual property
      rights arising from the Services that qualify as works of authorship belong
      to
      the Company and are “works made for hire” as defined in section 101 et seq. of
      the United States Copyright Act, Title 17, United States Code (“Copyright Act”).
      In the event that the inventions and intellectual property rights arising from
      the Services (or any portion thereof) which qualify as works of authorship
      are
      not “works made for hire” as defined in the Copyright Act, Contractor hereby
      assigns all right, title and interest in and to the inventions and intellectual
      property rights arising from the Services (or any portion thereof) to the
      Company and Contractor will execute and deliver any and all documents, including
      but not limited to short form assignments, determined by the Company to be
      necessary to perfect its right, title and interest in and to the inventions
      and
      intellectual property rights arising from the Services (or any portion thereof),
      as well as all intellectual property rights embodied in or pertaining in any
      way
      to the inventions and intellectual property rights arising from the Services
      (or
      any portion thereof). If during the term of this Agreement, Contractor
      incorporates into Services an invention or other work of authorship previously
      owned by Contractor, or in which Contractor has an interest, (“Prior
      Invention”), the Company is hereby granted and will have a non-exclusive,
      royalty-free, irrevocable, perpetual, worldwide and assignable license to use,
      modify, display, reproduce and distribute such
      Prior Invention as part of the Company’s products, related documentation
      or service
      offerings. The Company will be the sole author and owner of any and all
      inventions and works of authorship created pursuant to this Agreement and the
      parties do not intend to be joint authors in any works of authorship or
      inventions created pursuant to this Agreement. In addition, during the term
      of
      this Agreement, Contractor has no and shall not assert any ownership interest
      to
      the business names and/or trademarks of the Company.

    


    6.
       Conflicts
      of Interest; Non-hire Provision.
      The
      Contractor represents that Contractor is free to enter into this Agreement
      and
      that this engagement does not violate the terms of any agreement between the
      Contractor and any third party. Further, the Contractor, in rendering
      Contractor’s duties will not utilize any invention, discovery, development,
      improvement, innovation, or trade secret in which Contractor does not have
      a
      proprietary interest. During the term of this Agreement, the Contractor will
      devote as much of Contractor’s productive time, energy and abilities to the
      performance of Contractor’s duties hereunder as is necessary to perform the
      required duties in a timely and productive manner.
      The
      Contractor is expressly free to perform services for other parties during the
      term of this Agreement, subject to Contractor’s duty of confidentiality under
      this Agreement. During the term of this Agreement and for a period of one (1)
      year following any termination, the Contractor (directly or indirectly through
      any affiliate or principal) will not, directly or indirectly solicit, divert,
      take away or encourage to leave the Company, any employee, consultant,
      contractor or customer of the Company, notwithstanding that such employee,
      consultant, contractor or customer may have been originally obtained or
      recruited through the efforts of Contractor.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    7. Independent
      Contractor.
      This
      Agreement will not render the Contractor an employee, partner, agent of, or
      joint venturer with the Company for any purpose and Contractor does not have
      the
      authority to bind the Company in any manner. The Contractor is and will remain
      an independent contractor in Contractor’s relationship to the Company. The
      Contractor will have no claim against the Company hereunder or otherwise for
      vacation pay, sick leave, retirement benefits, social security, worker’s
      compensation, health or disability benefits, unemployment insurance benefits,
      or
      employee benefits of any kind.

    


    8. Taxes.
      Contractor will be responsible for payment of all taxes and insurance applicable
      under existing laws, including, but not limited to, social security taxes,
      and
      federal and state and city income taxes (but excluding any taxes on the net
      income of Company). Contractor warrants that he will make all necessary payments
      due appropriate governmental agencies to comply with the foregoing and defend,
      indemnify and hold harmless Company and the officers, directors, employees,
      agents, Affiliates and representatives of Company against any and all claims,
      demands, causes of action, damages, losses, liabilities, costs or expenses
      that
      may arise out of breach of the foregoing. In the event of any such claim, demand
      or cause of action, Contractor will immediately reimburse Company for the
      ongoing costs of any defense, settlement or judgment incurred by
      Company.

    


    9.Workers
      Compensation and Other Insurance.
      Contractor agrees to provide workers compensation insurance, if and as may
      be
      required by law, for Contractor and for Contractor’s employees and agents and
      agrees to hold harmless and indemnify the Company for any and all claims arising
      out of any injury, disability or death of Contractor or any of Contractor’s
      employees or agents. The Company will not carry liability insurance for the
      Contractor relative to any service that Contractor performs for the
      Company.

    


    10. Successors
      and Assigns.
      All of
      the provisions of this Agreement will be binding upon and inure to the benefit
      of the parties hereto and their respective heirs, if any, successors, and
      assigns.

    


    11. Choice
      of Law.
      The
      laws of the State of Arizona, without reference to conflict of law provisions,
      will govern the validity of this Agreement, the construction of its terms and
      the interpretation of the rights and duties of the parties hereto.

    


    12. Headings.
      Section
      headings are not to be considered a part of this Agreement and are not intended
      to be a full and accurate description of the contents hereof.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    13. Waiver.
      Waiver
      by one party hereto or breach of any provision of this Agreement by the other
      will not operate or be construed as a continuing waiver.

    


    14. Assignment.
      The
      Contractor shall not assign any of Contractor’s rights under this Agreement, or
      delegate the performance of any of Contractor’s duties hereunder, without the
      prior written consent of the Company.

    


    15. Notices.
      Any and
      all notices, demands, or other communications required or desired to be given
      hereunder by any party will be in writing and will be validly given or made
      to
      another party if personally served, or if deposited in the United States mail,
      certified or registered, postage prepaid, return receipt requested. If such
      notice or demand is served personally, notice will be deemed constructively
      made
      at the time of such personal service. If such notice, demand or other
      communication is given by mail, such notice will be conclusively deemed given
      five days after deposit thereof in the United States mail addressed to the
      party
      to whom such notice, demand or other communication is to be given at the above
      address. Any party hereto may change its address for purposes of this paragraph
      by written notice given in the manner provided above.

    


    16. Modification
      or Amendment.
      No
      amendment, change or modification of this Agreement will be valid unless in
      writing signed by the parties hereto.

    


    17. Entire
      Understanding.
      This
      document and any exhibit attached constitute the entire understanding and
      agreement of the parties, and any and all prior agreements, understandings,
      and
      representations are hereby terminated and canceled in their entirety and are
      of
      no further force and effect. 

    


    18. Unenforceability
      of Provisions.
      If any
      provision of this Agreement, or any portion thereof, is held to be invalid
      and
      unenforceable, then the remainder of this Agreement will nevertheless remain
      in
      full force and effect.

    


    19. Attorneys’
      Fees.
      If the
      services of an attorney are required by any party to secure the performance
      of
      this Agreement or otherwise upon the breach or default of another party to
      this
      Agreement, or if any judicial remedy or arbitration is necessary to enforce
      or
      interpret any provision of this Agreement or the rights and duties of any person
      in relation thereto, the prevailing party will be entitled to attorneys’ fees,
      costs and other expenses, in addition to any other relief to which such party
      may be entitled. Any award of damages following judicial remedy or arbitration
      as a result of the breach of this Agreement or any of its provisions will
      include an award of prejudgment interest from the date of the breach at the
      maximum amount of interest allowed by law.

    


    
      	
              NUTRACEA

            	 	
              Crow
                & Associates, LLC

            
	 	 	 
	
              
                /s/
Brad
                  Edson 

              

            	 	
              /s/
                Todd C. Crow

            
	
              By:
                Brad Edson, CEO

            	 	
              by:
                Todd C. Crow

            


    

     

    
      
        
        

      

      
        5